Comcast 2010 Annual Report Download - page 262

and all income derived in connection with the operation of the Company’s business in accordance with generally accepted accounting principles
consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. All questions of accounting shall be
determined by the Board or a committee or officer authorized by the Board to make such determination.
(b) In addition to such books and records, the Board shall cause the Company to maintain and make available to each Member for any
purpose reasonably related to its interest as a Member at the principal business office of the Company (or, with respect to copies of the
Company’s income tax returns and reports, at the principal business office of the Tax Matters Member): a copy of this Agreement, a current list
of the full name and last known business address of each Member, a copy of the Certificate of Formation, including all certificates of amendment
thereto and executed copies of all powers of attorney pursuant to which the Certificate of Formation or any certificate of amendment has been
executed, copies of any federal, state, local or foreign income tax returns, if any, required to be filed by the Company or any of its Subsidiaries
and of any audited financial statements of the Company and its Subsidiaries, in each case for the three most recent years or, if not prepared for
the three most recent years, such lesser period for which such documents have been prepared, and all other records required to be maintained
pursuant to this Agreement or the Act.
Section 7.04. Auditors . The auditors of the Company shall be such firm of certified independent public accountants as shall be selected by
the Board.
Section 7.05. Certain Tax Matters . (a) The Company shall prepare and file its tax returns (including without limitation on Internal
Revenue Service Form 1065) in a timely manner (taking into account extensions) and shall, subject to Section 11 of the Tax Matters Agreement,
cause all tax returns of the Company and its Subsidiaries to be filed in a timely manner (taking into account extensions); provided , however ,
that prior to filing the Company’
s Internal Revenue Service Form 1065, any material foreign, state or local income tax return of the Company, or
any material franchise tax return of the Company, the Company shall submit such tax return no less than 30 days prior to its due date to HoldCo
for its review, and shall not file any such tax return with the applicable taxing authority without the consent of HoldCo, which consent shall not
be unreasonably withheld or delayed. HoldCo may object to the filing of such tax return by delivering a written notice to the Company within 10
days of receipt of such tax return from the Company. Such written notice shall specify the item or items included in the tax return disputed by
HoldCo. After delivery of such written notice, HoldCo and the Company shall use commercially reasonable efforts to resolve the dispute. If
HoldCo and the Company are unable to resolve such dispute within five days, the disputed item or items shall be resolved within 10 days using
the procedures set forth in Section 24 of the Tax Matters Agreement. If HoldCo does not object to the filing of such tax return within 10 days of
receipt of such tax return from the Company, HoldCo shall be deemed to
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