Comcast 2010 Annual Report Download - page 269

method determined by the Tax Matters Member in its reasonable discretion.
(iv) In the event of a “§ 1.752-7 liability transfer” (within the meaning of Treasury Regulations Section 1.752-7(b)(4)) to the
Company, items arising in connection with the satisfaction (in whole or in part) of the § 1.752-7 liability (within the meaning of Treasury
Regulations Section 1.752-7(b)(8)) shall, solely for tax purposes, be allocated among the Members in accordance with the provisions of
Treasury Regulations Sections 1.752-7 and 1.704-3(a)(12) and using the “remedial method” described in Treasury Regulations
Section 1.704-3(d).
(v) Allocations pursuant to Sections 8.01(d)(ii), (iii) and (iv) are solely for purposes of federal, state, and local taxes and shall not
affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profit, Loss, other items, or
distributions pursuant to any provision of this Agreement.
Section 8.02. Distributions .
(a) Distributions; Withholding .
(i) The Company shall distribute to the Members with respect to each calendar quarter of each Tax Year, on a pro rata basis in
accordance with their Membership Percentages, an amount of cash equal to the Estimated Tax Distribution Amount. Each pro rata
distribution of the Estimated Tax Distribution Amount shall be made to the Members in immediately available funds no later than three
Business Days immediately preceding the date of HoldCo’s corresponding payment obligation under Section 8 of the Tax Matters
Agreement. If the Annual Tax Distribution Amount for a Tax Year exceeds the sum of Estimated Tax Distribution Amounts for such Tax
Year, the Company shall, within 20 days after filing its Internal Revenue Service Form 1065, distribute to the Members, on a pro rata
basis
in accordance with their Membership Percentages, an amount of cash equal to such excess. If the sum of Estimated Tax Distribution
Amounts for a Tax Year exceeds the Annual Tax Distribution Amount for such Tax Year, the Company shall so notify each of the
Members and each Member shall, within 20 days after the Company files its Internal Revenue Service Form 1065, refund to the Company
its pro rata share of such excess or, at the Company’s election, offset such excess against future distributions pursuant to this Section 8.02
(a)(i).
(ii) Except as specified in Section 8.02(a)(i) and Article 12 and subject to Section 8.02(c), (i) the Company shall have no obligation
to distribute any cash or other property of the Company to the Members and
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