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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
In addition to the foregoing, the Tax Matters Member shall notify the other Members at least twenty (20) days prior to submitting a request for administrative adjustment on behalf of the Company.
(iii) State and Local Tax Law. If any state or local tax Law provides for a tax matters partner, partnership representative or person having similar rights, powers, authority or obligations, the Tax Matters Member shall also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by Law.
(iv) Expenses of the Tax Matters Member. All reasonable out-of-pocket expenses incurred by the Tax Matters Member in its capacity as such shall be borne by the Company as an ordinary expense of its business. Such expenses shall include fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs.
(v) Inconsistent Return Positions. No Member shall file a notice with the IRS under Section 6222(b) of the Pre-Amendment Code in connection with such Members intention to treat an item on such Members federal income tax return in a manner that is inconsistent with the treatment of such item on the Companys federal income tax return, unless such Member has, not less than thirty (30) days prior to the filing of such notice, provided the Tax Matters Member with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the Tax Matters Member shall reasonably request.
(vi) Election into TEFRA. In the event that the Company is not subject to the consolidated audit rules of Sections 6221 through 6234 of the Pre-Amendment Code, during any Fiscal Year, then so long as such rules remain in effect, each Person who was a Member at any time during such Fiscal Year hereby agrees to sign an election pursuant to Section 6231(a)(1)(B)(ii) of the Pre-Amendment Code and Section 301.6231(a)(1)-1(b)(2) of the Regulations thereunder, to be filed with the Companys federal income tax return for such Fiscal Year to have such consolidated audit rules apply to the Company.
(vii) Bipartisan Budget Act of 2015 Elections. The Company will not elect into the partnership audit procedures enacted under Section 1101 of the Bipartisan Budget Act of 2015 (the BBA Procedures) for any tax year beginning before January 1, 2018, and, to the extent permitted by applicable law and regulations, the Company will annually elect out of the BBA Procedures for tax years beginning on or after January 1, 2018. For any year in which A/N (or any Affiliate of A/N) is a member and for which applicable law and regulations do not permit the Company to elect out of the BBA Procedures, then within forty-five (45) days of any notice of final partnership adjustment, the Company will elect the alternative procedure under Section 6226 of the Internal Revenue Code of 1986, as amended by Section 1101 of the Bipartisan Budget Act of 2015, and furnish to the Internal Revenue Service and each partner of the Company during the year or years to which the notice of final partnership adjustment relates a statement of the partners share of any adjustment set forth in the notice of final partnership adjustment.