Common use of Non-Assignability; Binding Effect Clause in Contracts

Non-Assignability; Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto (including for the avoidance of doubt in connection with Transfers permitted hereunder) except that in connection with (i) Transfers made by GE or any of its Affiliates in accordance with the terms of this Agreement GE may assign or cause to be assigned rights and obligations of GE and its Affiliates under Section 3.07, Article 9 and Exhibit D (provided that no such assignment shall relieve any party of any of its obligations hereunder and provided, further, that if the Second Comcast Purchase 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 Membership Interests 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 Membership Interests 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 Membership Interests 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 Interests (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.

Non-Assignability; Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto (including for the avoidance of doubt in connection with Transfers permitted hereunder) except that in connection with (i) Transfers made by GE or any of its Affiliates in accordance with the terms of this Agreement GE may assign or cause to be assigned rights and obligations of GE and its Affiliates under Section 3.07, Article 9 and Exhibit D (provided that no such assignment shall relieve any party of any of its obligations hereunder and provided, further, that if the Second Comcast Purchase 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 Membership Interests 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 Membership Interests 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 Membership Interests 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 Interests 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.

Non-Assignability; Binding Effect. The provisions 20.1 Neither this Agreement, nor any of the rights or obligations of the Parties hereunder, shall be assignable by any Party without the prior written consent of the other Parties, provided, however, that the Party may, without requirement of any consent of the other Party, assign its rights and/or obligations hereunder or this Agreement shall be binding to its subsidiary or affiliates, upon and inure thirty (30) days’ prior written notice to the benefit other Party. This Agreement and the Lease may not be subleased or assigned by the Lessee, in whole or in part, to its affiliates or any third party (except by law) without on each occasion first obtaining the prior express written consent of the parties hereto Lessor, and their respective successors in the case of a sublease, the Lessee shall remain fully liable for any obligations under this Agreement, and permitted assigns; provided that no party may assignin the case of assignment, delegate or otherwise transfer the Lessee shall remain fully liable for any of its rights or obligations under this Agreement without until such assignee execute a separate lease agreement with the consent Lessor and the assignee shall assume all of each other party hereto the obligations of the Lessee with respect to the Lessor hereunder. To obtain the Lessor’s consent, which shall not be unreasonably withheld, the Lessee shall give the Lessor written notice specifying the name and business of the assignee or sublessee, its intended use (including any hazardous materials to be used in any manner at the Leased Premise), the amount of rental or other consideration, the proposed effective date and duration and other details of the assignment or subletting. The Lessee shall be liable for any and all acts or obligations of, or disputes with, the avoidance of doubt in connection with Transfers permitted hereunder) except that in connection with (i) Transfers made by GE sublessees, whether or any of its Affiliates in accordance not with the terms of this Agreement GE may assign or cause to be assigned rights and obligations of GE and its Affiliates under Section 3.07Lessor’s consent, Article 9 and Exhibit D (provided that no such assignment shall relieve any party without, however, relieving the Lessee of any of its obligation or liability for the entire Lease. No transfer, assignment, subletting or occupancy, whether or not with the Lessor’s consent, shall be deemed the acceptance of the sublessee, as the Lessee, or a release of the Lessee from its full and complete performance of all the obligations hereunder and provided, further, that if the Second Comcast Purchase 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 Membership Interests 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 hereof, 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 Membership Interests held by the Comcast Members in accordance with the terms of this Agreement Comcast may assign thereof shall in no event surpass 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 Membership Interests 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 supersede the rights of Comcast under Sections 9.06the Lessee provided herein. 20.2 Notwithstanding the foregoing, 9.07 and 9.10 the Lessee acknowledges that the Lessor may transfer, sell, pledge, assign and/or convey its interest in each Lease, the Rental due thereunder or the Leased Premise or Facilities listed therein, in whole or in part, to an assignee (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 rightsthe “Assignee”), and any transferee which may be represented by a bank or trust company acting as a trustee of any such securities Assignee. EACH OF THE LESSEE AND LESSOR ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY THE LESSOR, LANDLORD OR ANY ASSIGNEE SHALL NOT MATERIALLY CHANGE THE LESSEE’S OBLIGATIONS UNDER THE ASSIGNED LEASE, AND THE ASSIGNEE SHALL ASSUME ALL OF THE OBLIGATIONS OF THE LESSOR WITH RESPECT TO THE LESSEE. Any Assignee shall be obligated entitled to participate enforce all the rights so assigned, the Lessor shall be entirely free and released from any obligations accruing thereafter under this Lease, and the Lessee agrees to look solely to Lessor’s successor in any Back-End Transaction pursuant to Section 9.08 (either by agreeing to sell all New HoldCo Common Interests (as defined in Exhibit E-1) held by interest for performance of 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 Transactionobligations; provided, in each case, even if any the Assignee shall assume all of such Sections do not reference any the obligations of such securities held by the transferees Lessor with respect to the Lease. The Lessor and the Lessee acknowledge and agree that all of GE or such Affiliate or any the rights against the other under this Agreement shall be unaffected except as provided herein. The Lessee agrees that upon notice of such transferees.assignment of this Lease, it shall pay directly to the Assignee, unconditionally, all amounts which become due hereunder..