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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
Company any assets and liabilities that the Manager reasonably determines should be withheld for financing, tax, regulatory or similar or related reasons. The Manager shall promptly prepare and provide to A/N a notice of any such withheld contribution in accordance with the requirements of Section 4.8(a).
(v) In furtherance and not in limitation of the foregoing, and subject to this Section 4.8, it is the intent of the parties hereto that New Charter and the Company shall maintain a 1:1 Up-C structure (except with respect to Class B Common Units and Convertible Preferred Units), as set forth in Section 2.3(a) of the Exchange Agreement.
ARTICLE V - ALLOCATIONS; DISTRIBUTIONS
SECTION 5.1 Capital Account Creation. There shall be established for each Member on the books of the Company a Capital Account, which shall be increased or decreased in the manner set forth in this Agreement. Each Members Capital Account shall be divided into components corresponding with such Members Common Units and Convertible Preferred Units, respectively, and all adjustments hereunder to Capital Accounts shall be made to the appropriate component, as the case may be.
SECTION 5.2 Capital Account Negative Balance. A Member shall not have any obligation to the Company or to any other Member to restore any negative balance in the Capital Account of such Member. The Company shall not request any additional capital contribution from A/N or its Affiliates or their transferees in its or their capacity as a Member.
SECTION 5.3 Allocations of Net Income and Net Loss.
(a) Allocations of Net Income and Net Loss. After giving effect to the special allocations set forth in Section 5.3(c) for the Taxable Period and all capital contributions by and distributions to the Members for the Taxable Period, the Company shall allocate Net Income and Net Loss (and, if necessary, individual items of gross income or gross deduction) for the Taxable Period to the Members in a manner such that, after such allocations have been made, the balance of each Members Capital Account shall, to the extent possible, be equal to each Members Target Capital Account.
(b) Tax Allocations.
(i) In accordance with Section 704(c) of the Code and the Regulations promulgated thereunder, each item of income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value using the traditional method pursuant to Regulations Section 1.704-3(b), provided, that to the extent permitted under the Code and Regulations, with respect to any Company asset that was contributed to the Company by the Charter Member or A/N on the date hereof, the remaining amount of contributed tax basis in such asset shall be allocated entirely to the forward Section 704(c) layer, if