Comcast 2010 Annual Report Download - page 316

respective Membership Percentages. The allocations and distributions provided for in this Agreement are intended to result in the Capital
Account of each Member in respect of its Units immediately prior to the distribution of the Company’s assets pursuant to Section 12.05(a)(ii)
(after the satisfaction of the obligations of the Company to creditors pursuant to Section 12.05(a)(i)) being equal to the amount that would be
distributable to such Member in accordance with its Membership Percentage. The Company is authorized, to the extent possible, to make
appropriate adjustments to the allocation of items of income, gain, loss and deduction as necessary to cause the amount of each Member’s
Capital Account in respect of its Units immediately prior to the distribution of the Company’s assets pursuant to Section 12.05(a)(ii) (after the
satisfaction of the obligations of the Company to creditors pursuant to Section 12.05(a)(i)) to equal the amount that would be distributable to
such Member in respect of its Units in accordance with its Membership Percentage. Notwithstanding Section 12.05(a)(ii), if the Company is
unable to make allocations such that the final Capital Account balances in respect of the Members’ Units are pro rata in accordance with the
Members’ Membership Percentages, distributions to Members in respect of their Units pursuant to Section 12.05(a)(ii) shall be pro rata in
accordance with their respective Membership Percentages.
(c) The Liquidating Agent shall have the power to establish any reserves that, in accordance with sound business judgment, it deems
reasonably necessary to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, which reserves
may be paid over to an escrow agent selected by the Liquidating Agent to be held by such agent for the purpose of paying out such reserves in
payment of the aforementioned contingencies and upon the expiration of such period as the Liquidating Agent may deem advisable, making a
distribution of the balance thereof to the Members in the manner provided in this Section 12.05.
Section 12.06. Distributions in Cash or in Kind . Upon the dissolution of the Company, the Liquidating Agent shall use all commercially
reasonable efforts to liquidate all of the Company assets in an orderly manner and apply the proceeds of such liquidation as set forth in
Section 12.05; provided that if in the good faith judgment of the Liquidating Agent, a Company asset should not be liquidated, the Liquidating
Agent shall distribute such asset, on the basis of its value (determined in good faith by the Liquidating Agent), in accordance with Section 12.05,
subject to the priorities set forth in Section 12.05, and provided , further , that the Liquidating Agent shall in good faith attempt to liquidate
sufficient assets of the Company to satisfy in cash (or make reasonable provision for) the debts and liabilities referred to in Section 12.05(a).
Section 12.07. Claims of the Members . The Members and former Members shall look solely to the Company’
s assets for the return of their
Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of
the Company are insufficient
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