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SEC Filings

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      3.2 Allocation of Purchase Price. The product of the Purchase Percentage
times the sum of (i) the Final Adjusted Value of the Assets and (ii) the Assumed
Obligations and Liabilities ("the Purchase Consideration") shall be allocated
among the Assets in accordance with a schedule (the "Allocation Schedule") to be
prepared by Charter and delivered within ninety (90) days after the
determination of the Final Adjusted Value under the Common Agreement to RMG for
the approval of RMG. RMG and Charter shall cooperate and use commercially
reasonable efforts to reach a mutually satisfactory agreement regarding the
Allocation Schedule. The final Allocation Schedule, determined in the manner
described in this Section 3.2, shall comply with the provisions of Section 1060
of the Code and each of RMG and Charter shall timely file any forms required to
be filed under Section 1060 of the Code and any corresponding provision of state
of local Tax law in accordance with the final Allocation Schedule. Charter and
RMG each agree (i) to reflect the Assets on their respective books for tax
reporting purposes in accordance with the Allocation Schedule, (ii) to file all
Tax Returns and determine all Taxes (including, without limitation, for purposes
of Section 1060 of the Code) in accordance with and based upon the Allocation
Schedule and (iii) not to take any position inconsistent with such Allocation
Schedule in any audit or judicial or administrative proceeding or otherwise.