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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted and applied by the Manager consistently therewith.
Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Members Adjusted Capital Account as of the end of the relevant Fiscal Year.
Affiliate means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such Person; it being understood that control or any correlative version thereof in this Agreement shall have the meaning ascribed thereto in Rule 12b-2 under the Exchange Act. Notwithstanding anything to the contrary set forth in this Agreement, New Charter and its Subsidiaries shall not be deemed to be Affiliates of A/N or any of its Affiliates.
Agreement has the meaning set forth in the preamble.
A/N has the meaning set forth in the preamble.
A/N ROFO Acceptance Notice has the meaning set forth in Section 6.5(d)(iii).
Applicable Rate means, at any date of determination, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) equal to New Charters interest rate for Eurodollar loans under New Charters primary revolving credit facility, applied in a manner consistent with market practice, which, as of the date of this Agreement is 2.0% plus the London Interbank Offered Rate as published on the applicable Bloomberg screen page (or such other page as may replace that page on that service or such other commercially available source providing such quotations as may be designated by New Charter from time to time in its reasonable discretion) for deposits in dollars for a period equal to three months as of 11:00 a.m. (New York time) on the day of determination; provided, that if New Charters interest rate for Eurodollar loans under New Charters primary revolving credit facility is changed, the Applicable Rate shall be changed to such rate.
Assumed Tax Rate means, for each Fiscal Year (or portion thereof), the highest effective marginal income tax rate for a New York City resident individual or corporation (who is not materially participating in the operations of the Company within the meaning of Section 469 of the Code), as applicable, for such Fiscal Year (giving effect to the deductibility of state and local taxes), in each case applicable to the character of the net taxable income (e.g., capital gains, dividends and/or ordinary income) allocable to the relevant Member. The Assumed Tax Rate shall, for the avoidance of doubt, be determined, in the case of a Member that is a partnership, an S corporation, or a partnership which has an S corporation as a partner, at the highest rate applicable to any partner of such partnership or shareholder in such S corporation and shall be determined by the Manager, in the case of a Member that is a partnership, an S corporation, or a partnership which has an S corporation as a partner, by applying the highest effective marginal income tax rate for a New York City resident individual that is a