Comcast 2010 Annual Report Download - page 292

(f) Notwithstanding anything contained in this Section 9.09, there shall be no liability on the part of Comcast to HoldCo or any other
Person if a Transfer by the Comcast Members pursuant to this Section 9.09 is not consummated for whatever reason, regardless of whether
HoldCo has delivered a Tag-Along Notice. Whether to effect a Transfer pursuant to this Section 9.09 is in the sole and absolute discretion of
Comcast.
(g) If HoldCo elects to exercise its Tag-Along Right in connection with a Transfer by the Comcast Members pursuant to this Section 9.09,
all of the sellers in such Transfer shall be obligated to join on a pro rata basis (based on their respective entitlements to consideration payable in
such Transfer) in any indemnification or other obligations that Comcast agrees to provide or undertake in connection with such Transfer;
provided
that the liability resulting from any such indemnity or similar obligation shall be several and not joint as between the Comcast
Members, on the one hand, and HoldCo and its Affiliates, on the other hand.
Section 9.10. Comcast Drag-Along Right
. (a) In connection with the proposed Transfer (by merger, consolidation, sale or otherwise) of all
(but not less than all) of the Units owned by the Comcast Members to a Third Party Acquirer (a “ Drag-Along Sale ”), Comcast may at its
option require and compel HoldCo or its Affiliates to Transfer or cause to be Transferred the securities representing GE’s Percentage Interest for
the same consideration and otherwise on the same terms and conditions as the terms and conditions under which the Comcast Members are
Transferring their Units pursuant to the Drag-Along Sale; provided that if at such time GE has sold any HoldCo Shares to the Company or
Comcast pursuant to a HoldCo Redemption Right or Comcast Purchase Right, Comcast may only require and compel GE to sell or cause to be
sold HoldCo Shares (the “ Drag-Along Right ”); and provided , further , that if GE is selling or causing to be sold HoldCo Shares instead of
Units (whether pursuant to the preceding proviso or at its election) (x) the aggregate consideration payable to HoldCo and its Affiliates in the
Drag-Along Sale shall equal a portion of the aggregate consideration payable to all of the sellers in the Drag-Along Sale calculated by dividing
GE’s Percentage Interest by the aggregate Percentage Interests being sold in such Transfer and (y) the aggregate consideration payable to the
Comcast Members in the Drag-Along Sale shall equal a portion of the aggregate consideration payable to all of the sellers in the Drag-Along
Sale calculated by dividing the Comcast Members’ aggregate Percentage Interests by the aggregate Percentage Interests being sold in such
Transfer.
(b) Notwithstanding anything to the contrary contained in Section 9.10(a), if the aggregate consideration payable to HoldCo and its
Affiliates in the Drag-Along Sale is less than an amount equal to the Redemption Purchase Price determined as of the date of the Drag-Along
Notice, Comcast shall remit to HoldCo the amount of such shortfall concurrently with the consummation of such Drag
-Along Sale. In
connection with any Drag-Along Notice delivered prior to
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