Comcast 2010 Annual Report Download - page 300

proposed transaction. Notwithstanding that an RPT Notice is not required with respect to Related Party Transactions involving $7.5 million or
less as set forth above, nothing in this Agreement shall prevent the management of the Company or its Subsidiaries from notifying GE of such
transactions or from discussing such transactions with employees of GE or its Affiliates.
(c) Without the prior written consent of GE, the Company shall not, and it shall not cause or permit any of its Subsidiaries to, enter into any
Non
-Ordinary Course Related Party Transaction.
(d) If GE does not believe an Ordinary Course Related Party Transaction described in an RPT Notice is on Arm’s Length Terms, GE shall
have ten Business Days from the date of receipt of the relevant RPT Notice to deliver a written notice (an “ RPT Dispute Notice ”) to Comcast
and the Company to such effect, which notice shall specify the reasons for GE’s belief. If GE does not deliver an RPT Dispute Notice during
such period, the relevant parties may enter into the relevant Related Party Transaction on the same terms or on terms that are the same (other
than in an immaterial respect) as those described in the RPT Notice. If GE does deliver an RPT Dispute Notice during such period, the parties
shall resolve the dispute as described below.
(e) Within five Business Days of the delivery of the RPT Dispute Notice, each of Comcast and GE shall select and appoint one senior
executive to act as its representative (each an “ RPT Dispute Representative ”) in connection with such dispute. The RPT Dispute
Representatives shall promptly enter into good faith discussions (in person or by telephone) to attempt to resolve the dispute. The RPT Dispute
Representatives shall have the authority to enter into a binding resolution of the dispute. If GE does not select and appoint an RPT Dispute
Representative within the time period specified in this Section 10.02(e), Comcast shall have the right to cause the Company or the applicable
Company Subsidiary to enter into the Ordinary Course Related Party Transaction on the terms set forth in the RPT Notice or on terms that are
the same (other than in an immaterial respect) as those described in the RPT Notice. If Comcast does not select and appoint an RPT Dispute
Representative within the time period specified in this Section 10.02(e), Comcast shall be prohibited from entering into the Related Party
Transaction that is the subject of the applicable RPT Dispute Notice.
(f) If each of Comcast and GE does select and appoint an RPT Dispute Representative within the time period specified in Section 10.02(e)
but the RPT Dispute Representatives are unable to resolve the dispute within seven Business Days of the later of their two appointments,
Comcast and GE shall select and appoint an independent third party with relevant expertise in the type of Ordinary Course Related Party
Transaction in dispute to arbitrate the dispute within ten Business Days of the expiration of such period. If Comcast and GE are unable to select
and appoint the arbitrator within the specified period, Comcast
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