Comcast 2010 Annual Report Download - page 319

Right has expired without Comcast having exercised such Comcast Purchase Right or GE having sold or permitted to be sold (or agreed to sell
or permit to sell) any securities representing GE’s Percentage Interest immediately after the Closing, subject to the last sentence of this
Section 13.06, GE may in connection with a Transfer of securities representing all of GE’s Percentage Interest assign or cause to be assigned all
rights and obligations of GE and its Affiliates under this Agreement), (ii) a Transfer made by Comcast and its Affiliates of all (but not less than
all) of the Units held by the Comcast Members in accordance with the terms of this Agreement Comcast may assign or cause to be assigned all
of the rights and obligations of Comcast and its Affiliates under this Agreement ( provided that, except as set forth in Section 9.01(b)(iv), no
such assignment shall relieve any party of any of its obligations hereunder) and (iii) a Transfer made by Comcast and its Affiliates of Units held
by the Comcast Members in accordance with the terms of this Agreement Comcast may assign or cause to be assigned rights and obligations of
Comcast and its Affiliates under Sections 3.07 and 9.07 and Exhibit D ( provided that no such assignment shall relieve any party of any of its
obligations hereunder). Prior to any Transfer (and related assignment) contemplated by the second proviso in clause (i) of this Section 13.06, the
applicable transferee must certify in writing to Comcast and the Company that, immediately after giving effect to such Transfer, such transferee
and its Affiliates would be in compliance with Section 10.03 and expressly covenant with Comcast and the Company that such transferee and its
Affiliates will comply with Section 10.03. Notwithstanding anything to the contrary contained in this Agreement, no Transfer of HoldCo Shares
otherwise permitted by the provisions of this Agreement shall become effective unless the transferee of such HoldCo Shares agrees in writing to
be bound as a HoldCo Shareholder by the provisions of Section 8(g) of the Tax Matters Agreement. For the avoidance of doubt, any Units or
HoldCo Shares Transferred by GE or any of its Affiliates (other than shares of Common Stock sold in a Public Offering or pursuant to a Rule
144 Sale) shall remain subject to the Comcast Purchase Rights pursuant to Section 9.03 and the rights of Comcast under Sections 9.06, 9.07 and
9.10 (it being understood that shares of Common Stock sold in a Public Offering or pursuant to a Rule 144 Sale shall not remain subject to any
such rights), and any transferee of any such securities shall be obligated to participate in any Back-End Transaction pursuant to Section 9.08
(either by agreeing to sell all New HoldCo Common Units (as defined in Exhibit E-1) held by such transferee to Comcast in accordance with
Exhibit E-1 or by agreeing to receive the same form and amount of consideration per security as GE and its Subsidiaries) and GE shall provide
Comcast with notice promptly after such Transfer of the manner in which such transferee has agreed to become obligated to participate in any
Back-End Transaction, in each case, even if any of such Sections do not reference any of such securities held by the transferees of GE or such
Affiliate or any of such transferees.
Section 13.07. Severability . Every provision of this Agreement is intended to be severable. If any term or provision hereof is declared or
held
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