Comcast 2010 Annual Report Download - page 263

have consented to the filing of such tax return by the Company. Such tax returns will be prepared in accordance with the principles set forth in
Schedule 7.05 and no change from these principles will be reflected on such tax returns without the consent of HoldCo.
(b) The Company shall prepare such information (including without limitation a Schedule K-1 and any comparable foreign, state and local
tax forms) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five
Business Days after the filing of the Company’s appropriate tax returns; provided that the Company shall use commercially reasonable efforts to
provide estimates of the information to be set forth on such Schedule K-1 no later than 60 days after the end of each Tax Year but in no event
later than 90 days after the end of each Tax Year.
(c) Comcast or any Member designated by Comcast shall be the tax matters member of the Company (the “ Tax Matters Member ”),
with
all powers and responsibilities of a “tax matters partner” as defined in Section 6231(a)(7)(A) of the Code. The Tax Matters Member shall act in
good faith in fulfilling its responsibilities. Comcast or any Member designated by Comcast, in its capacity as Tax Matters Member, shall have
the right to (i) cause the Company and its Subsidiaries to make all tax elections required or permitted to be made by the Company or any of its
Subsidiaries under applicable Law (including an election under Section 754 of the Code); provided , however , that in the case of any election
that could reasonably be expected to have an adverse effect on HoldCo or any of its Affiliates that is material and disproportionate as to its effect
on other Members or their Affiliates, such election shall not be made without the consent of HoldCo, which consent shall not be unreasonably
withheld or delayed; and (ii) manage all tax proceedings of the Company or any of its Subsidiaries. The Company shall not pay any fees or other
compensation to the Tax Matters Member in its capacity as such. However, the Company shall reimburse the Tax Matters Member for any and
all reasonable out-of-pocket costs and expenses (including reasonable attorneys and other professional fees) incurred by it in its capacity as Tax
Matters Member. The Company shall indemnify, defend and hold the Tax Matters Member harmless from and against any loss, liability,
damage, costs or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning the
Company’s tax matters and within the scope of such Member’s responsibilities as Tax Matters Member, so long as such act or decision does not
constitute bad faith or willful misconduct. Subject to Section 12(b) of the Tax Matters Agreement, in the event that the Tax Matters Member is
notified (in writing) by a taxing authority that the Company or any of its Subsidiaries is the subject of an audit or examination by a taxing
authority of any federal income, material foreign, state or local income, or material franchise tax return of the Company or any of its
Subsidiaries, the Tax Matters Member shall promptly provide to HoldCo a written notice informing the Members that the Company or any of its
Subsidiaries, as applicable, is the subject
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