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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
shall include an amount equal to the sum of all Tax Benefit Payments paid with respect to such disallowed depreciation prior to the Determination (up to $6) plus fifty percent (50%) of the amount of interest, penalties or other losses, if any (and attorneys and accountants fees, if applicable), paid by the Charter Group with respect to such disallowed depreciation. Any payment made by A/N pursuant to this Section 3.02 shall be treated as a decrease in the purchase price of the relevant Exchange Assets.
SECTION 3.03. Tax Benefits Upon a Change of Control. Upon a Change of Control (as defined in the Exchange Agreement and the LLC Agreement), all Tax Benefit Payments shall be calculated by assuming, to the extent practicable, that such Change of Control did not occur. In the event of such a Change of Control, the parties to this Agreement agree to negotiate in good faith to reach an agreement regarding an Early Termination Payment pursuant to Section 5.01.
SECTION 3.04. No Duplicative Payments. No duplicative payment of any amount (including interest) will be required under this Agreement.
SECTION 4.01. Change Notices. If New Charter, Charter Holdings or any of their respective Subsidiaries receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Taxing Authority with respect to the Tax treatment of any Taxable Exchange (a Change Notice), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit with respect to a Covered Taxable Year preceding the taxable year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments that the Charter Member will be required to pay to A/N with respect to Covered Taxable Years after and including the taxable year in which the Change Notice is received, and which, if determined adversely to the recipient of the Change Notice or after the lapse of time would be grounds for reimbursement by A/N under Section 3.02, prompt written notice shall be given to A/N; provided, however, that failure to give such notification shall not affect the reimbursement provided under this Agreement except to the extent the reimbursing party shall have been actually prejudiced as a result of such failure.
SECTION 5.01. Early Termination of Agreement. New Charter and the Charter Member may terminate this Agreement, subject to Section 3.3(a)(ii) of the Stockholders Agreement, by the Charter Member paying to A/N an agreed value of payments remaining to be made under this Agreement (the Early Termination Payment) as of the date of the Early Termination Notice (as defined below), subject to such other terms as are agreed between New Charter, the Charter Member and A/N at the time of the Early Termination Payment. Upon payment of the Early Termination Payment by the Charter Member, the Charter Member shall have no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Charter Member and A/N as due and payable but unpaid as of the Early Termination Notice