Comcast 2010 Annual Report Download - page 264

of an audit or examination by a taxing authority, shall keep the Members reasonably informed of material developments relating to such audit or
examination and not settle such audit or examination, to the extent relating to (A) a matter set forth in Schedule 7.05 or (B) a matter 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, without the consent of HoldCo, which consent shall not be unreasonably withheld or delayed.
(d) The Members intend that the Company shall be treated as a partnership for federal, state, and local income tax purposes to the extent
such treatment is available (and no Member will make an election otherwise) and agree to take such actions as may be necessary to receive and
maintain such treatment and refrain from taking any actions inconsistent therewith. Notwithstanding the foregoing, the Members intend that the
Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture and that no Member or the Company
shall be a partner or joint venturer of any other Member or the Company for any purposes other than federal and, if applicable, state and local
income tax purposes, and this Agreement shall not be construed to the contrary, and no Member shall be liable for the debts, liabilities or
obligations of the Company or any other Member.
ARTICLE 8
A
LLOCATIONS AND D ISTRIBUTIONS
Section 8.01. Allocations .
(a) Membership Percentages of the Members
. The Membership Percentage of each Member shall be indicated on the Register, as amended
from time to time.
(b) Allocation of Profit and Loss . Except as otherwise provided in this Section 8.01, or required pursuant to Treasury Regulations
Section 1.704-1(b)(1)(i), Profit and Loss of the Company for each Tax Year of the Company shall be allocated among the Members in
accordance with their respective Membership Percentages, as such Membership Percentages may be in effect from time to time.
(c) Special Allocations . Notwithstanding anything contained herein to the contrary:
(i) If a Member would at any time receive, but for this Section 8.01(c)(i), an allocation of deduction, loss, or expenditure that would
cause or increase a deficit balance in such Member’s Capital Account in excess of any amount of such deficit balance that the Member is
obligated to restore or deemed obligated to restore (as determined in accordance
59