Comcast 2010 Annual Report Download - page 305

Affiliate, on the one hand, and the applicable third party seller, on the other hand, with respect to the proposed acquisition of, or investment in,
the applicable Company Principal Business. In the case of a Mixed Competing Business Acquisition, the terms of the Competing Business Offer
shall include (x) a price that reflects Comcast’s reasonable good faith determination of the portion of the aggregate purchase price paid by
Comcast or its Affiliate in the Mixed Competing Business Acquisition that was attributable to the Company Principal Business included in such
Mixed Competing Business Acquisition and (y) other commercially reasonable arm’s length terms. In the event that the Company disputes
Comcast’s determination of price or the commercial reasonableness and arm’s length nature of the other terms included in any such Competing
Business Offer, the Company shall provide written notice to Comcast and the dispute shall be resolved by a mutually agreed upon appraiser
(who shall be an independent third party with relevant expertise) pursuant to an appraisal process not to exceed 30 calendar days and conducted
in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration,
except as they may be modified herein or by agreement of the parties. If an appraisal process is necessary and Comcast and GE do not mutually
select and appoint such appraiser within five Business Days following delivery of the notice required pursuant to the preceding sentence, an
appraiser shall be selected and appointed in the manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the
Appraiser shall be shared equally by Comcast and GE.
(b) Promptly after making a Competing Business Offer (and in any event within 10 Business Days thereafter), Comcast shall provide the
Company all material information available to Comcast with respect to the applicable Company Principal Business. Comcast shall include in any
third party confidentiality agreement entered into in connection with the proposed transaction subject to the Competing Business Offer a
provision permitting Comcast to comply with its disclosure obligations under this Section 10.06(b). The Company shall have 10 Business Days
from the later of (i) the date all such information is provided and (ii) the completion of any appraisal process conducted pursuant to
Section 10.06(a) (the “ Offering Period ”) to decide whether to accept the Competing Business Offer.
(c) If prior to the expiration of the applicable Offering Period the Company accepts a Competing Business Offer, the parties shall work
together in good faith to complete the Company’s or its applicable Subsidiary’
s acquisition of, or investment in, the Company Principal Business
as soon as reasonably practicable, subject to receipt of required regulatory approvals. Notwithstanding the provisions in Section 4.10(a), the GE
Members may not exercise any rights they may have under Section 4.10(a) that would prohibit or otherwise impede such Company Principal
Business acquisition or investment (including in connection with the incurrence of any Debt required to complete such acquisition
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