Comcast 2010 Annual Report Download - page 297

administrative or judicial proceeding without the consent of GE, which consent shall not be unreasonably withheld or delayed.
(d) At least 15 days prior to any transfer of HoldCo Shares by the Company to Comcast or its Affiliates or a Comcast Third Party Acquirer
or its Affiliates, the Company shall provide written notice to GE of the intended transfer, setting forth in reasonable detail the facts and
circumstances regarding such transfer (the “ Comcast Proposed Transfer ”). The Company will not implement the Comcast Proposed Transfer
without the consent of GE, which consent shall not be unreasonably withheld or delayed; provided that in the event GE does not consent to the
Comcast Proposed Transfer within 10 days after receipt of written notice of the Comcast Proposed Transfer, GE shall on such date provide
Comcast or a Comcast Third Party Acquirer, as the case may be, with an alternative proposal to effect a comparable transfer by the Company of
such HoldCo Shares (the “ GE Proposed Transfer ”). If the GE Proposed Transfer is not reasonably acceptable to Comcast or the Comcast
Third Party Acquirer, as the case may be, the Company shall provide written notice to GE of its rejection of the GE Proposed Transfer, setting
forth the reasons for such rejection. If Comcast or the Comcast Third Party Acquirer, as the case may be, does not receive written notice from
GE with a revised GE Proposed Transfer reasonably acceptable to Comcast or the Comcast Third Party Acquirer, as the case may be within five
days after sending GE written notice of its rejection, the Company shall be permitted to implement the Comcast Proposed Transfer, and GE shall
indemnify Comcast and the Comcast Third Party Acquirer to the extent provided by Section 9.14(a) with respect to the Comcast Proposed
Transfer. If the GE Proposed Transfer (or the revised GE Proposed Transfer, if applicable) is reasonably acceptable to Comcast or the Comcast
Third Party Acquirer, as the case may be, either as originally submitted or as revised, (i) Comcast or the Comcast Third Party Acquirer, as the
case may be, shall cause the GE Proposed Transfer (or the revised GE Proposed Transfer, if applicable) to be implemented and (ii) GE shall, in
addition to its obligation to indemnify pursuant to Section 9.14(a), indemnify and hold Comcast and a Comcast Third Party Acquirer harmless
for any incremental costs associated with the implementation of the GE Proposed Transfer (or the revised GE Proposed Transfer, if applicable)
rather than the Comcast Proposed Transfer.
(e) With respect to any transfer pursuant to this Article 9 in connection with which GE transfers HoldCo Shares instead of Units, GE shall
not make an election under Section 338(h)(10) of the Code or otherwise cause such transfer to be treated as a sale of HoldCo’s assets for tax
purposes.
ARTICLE 10
C
OVENANTS
Section 10.01. Confidentiality . (a) Each Member agrees that it shall hold strictly confidential and shall use, and that it shall cause any
Person to whom
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