Comcast 2010 Annual Report Download - page 295

shall be utilized and (ii) upon any other transfer by a Member, the transferor Member shall have the right to designate whether to use the
“closing of the books” method or the “proration” method; provided that the transferor Member shall indemnify the Company for any reasonable
incremental costs and expenses incurred by the Company in calculating the items to be allocated under the method selected pursuant to this
clause (ii) compared to the costs and expenses that would have been incurred if the Company had calculated the items to be allocated using the
method not selected.
(f) The Company shall maintain books for the purpose of registering the transfer of interests in the Company. Upon a transfer of interests
in the Company, the transferor of such interests shall notify the Company so that such transfer may be registered in the books of the Company. A
transfer of interests in the Company shall be effective upon registration of the transfer in the books of the Company.
Section 9.12. Termination of Member Status; Redemption or Repurchase . Any Member that Transfers all of its, and owns no, Units shall
immediately cease to be a Member and shall no longer be a party to this Agreement (in its capacity as a Member) and the Register shall be
updated to eliminate such Person; provided , however , that such Member (i) shall not thereby be relieved of its liability for breach of this
Agreement prior to such time or, except as set forth in Section 9.01(b)(iv), from any obligations under this Agreement not related to its capacity
as a Member; (ii) shall retain any rights with respect to a breach of this Agreement by any other Person prior to such time; (iii) shall retain the
right to indemnification hereunder; and (iv) except in the case of Comcast as expressly permitted by Section 9.01(b)(iv), shall not thereby be
relieved of any of its obligations under Article 9. Except for purchases of Units in accordance with the HoldCo Redemption Rights, the Comcast
Purchase Rights, or the Back-
End Transaction, Units may be redeemed or repurchased by the Company only with the prior written consent of the
Board and, to the extent set forth in Section 4.10(a), the GE Members.
Section 9.13. Void Transfers . To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Units or
other interest in the Company (including, for the avoidance of doubt, any Transfer of any Person which directly or indirectly owns Units) in
contravention of this Agreement shall be ineffective and null and void ab initio and shall not bind or be recognized by the Company or any other
Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported
transferee shall have no right to any profits, losses or distributions of the Company or any other rights of a Member.
Section 9.14. Transfer Indemnification; Other Tax Matters . (a) GE shall indemnify and hold Comcast, the Company, HoldCo, Holding
and any Third Party Acquirer to which Units are Transferred in accordance with
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