Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
<PAGE>   65
to the contrary, Sellers will take such actions as may be necessary to adopt
resolutions to terminate the Falcon 401(k) Plans effective on or prior to the
Closing Date; provided after the Closing Buyer shall take such actions as may be
necessary or appropriate to complete the termination of the Falcon 401(k) Plans
and provide for the distribution of benefits thereunder. Upon distribution of
benefits following the termination of the Falcon 401(k) plans, a tax-qualified
retirement plan sponsored by Buyer or an entity required to be combined with
Buyer under Code Sections 414(b) or (c) shall accept rollover contributions with
respect to any person who remains an employee of any Falcon Company following
the Closing and as of the date of distribution of cash and promissory notes that
relate to loans made to participants from the Falcon 401(k) plans.

          6.10 Tax Matters.

                  (a) Tax Periods Ending on or Before the Closing Date. FHGLP
shall prepare or cause to be prepared and file or cause to be filed all Tax
Returns for the Falcon Companies (i) that are due on or before the Closing Date,
or (ii) that relate to taxable periods ending on or prior to the Closing Date
but are required to be filed after the Closing Date. Such Tax Returns shall be
prepared in accordance with each Falcon Company's past custom and practice, and
allocations of items of income and gain and loss and deduction shall be made
using the closing-of-the-books method. In the case of any Falcon Company that is
a partnership or a limited liability company, such Tax Returns shall be prepared
in accordance with the Organizational Documents of such Falcon Company as in
effect immediately prior to the Closing. In preparing each Falcon Company's Tax
Returns, FHGLP shall consult with Buyer in good faith and shall provide Buyer
with drafts of such Tax Returns (together with the relevant back-up information)
for review and consent (which consent shall not be unreasonably withheld) at
least twenty days prior to filing; provided, however, if Buyer has not provided
comments on such Tax Returns to FHGLP within such twenty-day period, then such
consent shall be deemed to be given and, if Buyer's comments or refusal to
provide such consent results in any penalties imposed upon FHGLP or any Falcon
Company for failing to file a timely Tax Return, then Buyer shall be liable for
and shall pay, such penalties; provided further, however, if any such penalties
for failure to file a timely Tax Return could be avoided by filing an extension
to file such Tax Return with the applicable Governmental Authority, FHGLP shall,
or shall cause the appropriate Falcon Company to, timely file such extension.
After the Closing, Buyer shall not prepare or cause to be prepared or file or
cause to be filed any Tax Return for the Falcon Companies for any period ending
on or prior to the Closing Date.

                  (b) Tax Periods Beginning Before and Ending After the Closing
Date. Buyer shall prepare or cause to be prepared and file or cause to be filed
any Tax Returns of the Falcon Companies for Tax periods which begin before the
Closing Date and end after the Closing Date. Such Tax Returns shall be prepared
in accordance with each Falcon Company's past custom and practice but, except as
otherwise provided in this Agreement, allocations of items of income and gain
and loss and deduction shall be made using the closing-of-the-books method. In
preparing such Tax Returns, Buyer shall consult with FHGLP in good faith and
shall provide FHGLP with drafts of such Tax Returns (together with the relevant
back-up information) for review at least ten days prior to filing.




                                       55