Comcast 2010 Annual Report Download - page 315

reasonable provision for the Company’s liabilities, and distribute to the Members in accordance with Section 12.05 any remaining assets of the
Company, all without affecting the liability of Members and without imposing any liability on any Liquidating Agent.
(c) Except as otherwise provided in this Agreement, the Members shall continue to share distributions and allocations during the period of
liquidation in the same manner as before the dissolution.
(d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Company and the discharge of
liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation. Subject to the provisions
of Section 12.05, the Liquidating Agent shall have reasonable discretion to determine the time, manner and terms of any sale or sales of the
Company’s property pursuant to such liquidation. The provisions of this Agreement shall remain in full force and effect during the period of
winding up and until the filing of a certificate of cancellation of the Company with the Secretary of State of the State of Delaware.
(e) Upon the completion of the winding up of the Company, any Director designated by the Comcast Members or the Liquidating Agent or
other duly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as
provided in Section 18-203 of the Act.
Section 12.05. Distribution of Assets . (a) As soon as practicable upon dissolution of the Company, the assets of the Company (or
liquidation proceeds) shall be distributed in the following manner and order of priority (and ratably within each level of priority):
(i) first, to creditors of the Company, including Members who are creditors, to the extent otherwise permitted by Law, in satisfaction
of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for
which reasonable provision has been made and distributions to Members under Article 8; and
(ii) to the Members in respect of their Units pro rata in accordance with the positive balances in their Capital Accounts, after giving
effect to all contributions, distributions, allocations and adjustments for all periods.
(b) It is the intention of the parties that final Capital Account balances of the Members in respect of their Units will permit liquidating
distributions to be made (after the satisfaction of the obligations of the Company to creditors pursuant to Section 12.05(a)(i) hereof) pro rata in
accordance with their
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