Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) The Stockholder shall prepare and file the following Tax Returns with respect to each of SI and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the filing of any Tax Return and the reporting on such Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days prior to the filing of such Tax Return, and the Stockholder may provide comments thereon, which comments shall be delivered within 15 days of receiving such copies.

Filing Responsibility. (a) The Stockholder following provisions shall prepare govern the allocation of responsibility and file payment of Taxes as between Buyer and Seller for certain Tax matters following the following Tax Returns with respect to each of SI and SGIEffective Date: (i) All income Seller shall, or shall cause the Company to prepare and file, on a timely basis, all Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns that are required to be filed by the Company Parties (taking into account of extensions) prior to the Closing Date. If any Effective Date and shall pay all Taxes with respect thereto. (ii) Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file Company for all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period periods ending on or prior to the Closing Effective Date in accordance with which are required to be filed after the instructions of Effective Date, and shall provide each such Tax Return to Buyer for review, comment and revision at least twenty (20) days before the Stockholder (which date such Tax Return is filed. Such Tax Returns shall be prepared in a manner consistent with past practice), unless otherwise agreed . Seller shall make any revisions to such Tax Returns as reasonably requested by the Stockholder and the Buyer; provided, however, that if the Buyer is advised prior to filing such Tax Returns. Notwithstanding anything in writing by counsel acceptable this Agreement to the Stockholder that the filing contrary, no review or deemed review of any Tax Return by Buyer pursuant to this Section 7.2(b) shall affect any Buyer indemnification rights, or any of Seller’s obligations hereunder. (iii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the reporting on Company Parties for Tax periods which begin before the Effective Date and end after the Effective Date, and shall provide each such Tax Return of any item in accordance with to Seller for review and comment at least twenty (20) days before the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file date such Tax Return without regard is filed. Such Tax Returns shall be prepared in a manner consistent with past practice. Notwithstanding anything in this Agreement to the Stockholder's instructions contrary, no review or deemed review of any Tax Return by Buyer pursuant to this Section 7.2(b) shall affect any Buyer indemnification rights, or any of Seller’s obligations hereunder. Seller shall pay to Buyer within fifteen (15) days before the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Effective Date. For purposes of this Section 7.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Effective Date, the portion of such Tax which relates to the portion of such Tax period ending on the Effective Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Effective Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income, gains or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Effective Date. Any credits relating to such itema Tax period that begins before and ends after the Effective Date shall be taken into account as though the relevant Tax period ended on the Effective Date. The Buyer All determinations necessary to give effect to the foregoing allocations shall cause SI or SGI, as be made in a manner consistent with GAAP. (iv) In the case may beof any Tax Return due after the Effective Date that is required to be signed by Buyer (or any officer or other authorized representative of any thereof), to provide the Stockholder with Seller shall send a copy of each proposed such Tax Return to Buyer no later than forty-five (45) days, in the case of Tax Returns that are filed less frequently than monthly, and five (5) days, in the case of all other than withholding, payroll or employment Tax Returns, copies of which will be furnished prior to the Stockholder after filingdate on which such Tax Return is due and, subject to Buyer’s review, comments and revisions, Buyer shall sign or cause to be signed by the relevant appropriate Person, as applicable, such Tax Return and send such signed Tax Return back to Seller no later than seven (7) at least 30 days prior to the filing date on which such Tax Return is due, in the case of Tax Returns that are filed less frequently than monthly, and no later than the earlier of (A) two (2) days prior to the date on which such Tax Return is due and (B) five (5) days after receipt of such Tax ReturnReturn by Buyer, and in the Stockholder may provide comments thereon, which comments shall be delivered within 15 days case of receiving such copiesall other Tax Returns.

Filing Responsibility. (a) The Stockholder Seller shall prepare and file or shall cause the following Tax Company and each of the Subsidiaries to prepare and file all Returns with respect to the Company and each of SI and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns Subsidiaries required to be filed (taking into account extensionsany extension of time within which to file) prior to on or before the Closing Date. If With respect to any Tax Returns Return for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are taxable periods beginning before and ending after March 31, 2001 that is required to be filed after on or before the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer Seller shall consult with the Stockholder Parent concerning each such Tax Return and report all items with respect Return. Seller shall provide to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the filing of any Tax Return and the reporting on such Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with Parent a copy of each its proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) review and comment upon at least 30 days prior to the filing of such Tax Return, and the Stockholder Parent may provide comments thereonto Seller, which comments shall be delivered to Seller within 15 10 days of receiving such copiescopies from Seller. Seller shall consider in good faith any such revisions to such Tax Returns as are reasonably requested by Parent. (b) Parent, the Company and the Subsidiaries shall file all other Returns with respect to the Company and the Subsidiaries. With respect to any Return for taxable periods beginning before and ending after March 31, 2001 that is required to be filed after the Closing Date, Parent shall cause the Company and each of the Subsidiaries to consult with Seller concerning such Return. The Company and each of the Subsidiaries shall provide Seller a copy of its proposed Return to review and comment upon at least 30 days prior to the filing of such Return, and Seller may provide comments to the Company and each of the Subsidiaries, which comments shall be delivered to the Company and each of the Subsidiaries within 10 days of receiving such copies from the Company and each of the Subsidiaries. The Company and the Subsidiaries shall consider in good faith any such revisions to such Tax Returns as are reasonably requested by Seller. (c) In the case of any Return for taxable periods beginning before and ending after March 31, 2001 which is filed after the Closing Date, Seller shall pay to Parent, at least five days prior to the date on which the Company or any of the Subsidiaries is required to make a payment to the relevant Taxing Authority, any amounts for which Seller is liable pursuant to Section 7.6, to the extent such Taxes are not reflected in the reserve for Tax liabilities (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Company Balance Sheet.

Filing Responsibility. From and after the Closing Date, Purchaser shall, or shall cause its Affiliates to, timely prepare and file all Tax Returns of the Company and its subsidiaries attributable to any Pre-Closing Tax Period. For any such Tax Return of the Company and its subsidiaries, Purchaser shall, or shall cause its affiliates to, (a) The Stockholder shall prepare and file timely the following Tax Return in accordance with the most recent past practice of the Company and its subsidiaries (except as otherwise required by applicable Law), (b) if such Tax Return is an income Tax Return, deliver a draft of such Tax Return to Sellers’ Representative, for Sellers’ Representative’s review, a reasonable period of time before the due date (after giving effect to any applicable extensions of time for filing) so that Sellers’ Representative has a meaningful opportunity to review and comment on such draft, and (c) negotiate in good faith with Sellers’ Representative with respect to any comment provided in writing by Sellers’ Representative to Purchaser with respect to such Tax Return. If Sellers’ Representative consents to such Tax Returns (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser shall, or shall cause its affiliates to, execute and file such Tax Returns as prepared by Purchaser. Sellers shall pay all Taxes reflected on any Tax Returns with respect to each of SI the Company and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate its subsidiaries relating to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Pre-Closing Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the filing of any Tax Return and the reporting on such Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) Period at least 30 five days prior to the filing due date of such Tax Returns. In the event of any disagreement between Purchaser and the Sellers’ Representative regarding any Tax Return relating to any Pre-Closing Period that cannot be resolved by the tenth day prior to the due date for such Tax Return, and the Stockholder may provide comments thereon, which comments such disagreement shall be delivered within 15 resolved by the Dayton, Ohio offices of RSM US LLP (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Purchaser, Sellers or the Company, to another independent accounting firm of national reputation mutually acceptable to Purchaser and Sellers’ Representative) (either RSM US LLP or such other accounting firm being the “Independent Accounting Firm”), and any such determination by the Independent Accounting Firm shall be final. The fees and expenses of the Independent Accounting Firm shall be borne equally by Purchaser and Sellers’ Representative. If the Independent Accounting Firm does not resolve any differences between Purchaser and Sellers’ Representative with respect to such Tax Return at least five days prior to the due date therefor, such Tax Return shall be prepared and filed consistent with past practices of receiving the Company and its subsidiaries and in accordance with Purchaser’s instructions and such copiesTax Return shall be amended to reflect the Independent Accounting Firm’s resolution.

Filing Responsibility. (a) The Stockholder shall Sellers will timely prepare and file or cause each Acquired Company to timely prepare and file at the following expense of the Sellers all Tax Returns of or including any Acquired Company that are required to be filed (with respect to each of SI and SGI: (iextensions) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) Date and to pay all Taxes shown as due on any such Tax Return. All other such Tax Returns required to will be made and filed (taking into account extensions) by the Sellers or the Acquired Companies in a manner consistent with the most recent prior to practice of the Closing Date. If any Acquired Companies and with Applicable Law except that the Income Tax Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder period that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before ends on the Closing Date will reflect 338(h)(10) Elections and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect deductible expenses attributable to the period Acquired Companies to the extent allowed by Applicable Law and in accordance with past practices of Sellers. Sellers Agent will, at the expense of Sellers, prepare and file or cause to be prepared and filed all Tax Returns of each Acquired Company and each of the Acquired Companies’ Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing and filing any Income Tax Tax Return pursuant to this Section 5.9(a), shall consider in accordance with the instructions good faith any reasonable comments of the Stockholder other party (which shall or parties) in respect of such Income Tax Tax Return, provided that all Company Transaction Expenses borne by Sellers will be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable deemed attributable to the Stockholder that Pre-Closing Tax Period to the filing of extent permitted by Applicable Law. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Tax Return and if the reporting on parties are unable to resolve any such dispute at least ten days before the due date (including extensions) for any such Income Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or finesTax Return, the dispute shall be referred to an accounting firm of international reputation mutually agreeable to Sellers and Buyer may file (the “Tax Accountant”) and any such determination by the Tax Return without regard to Accountant shall be final. If any such dispute is not resolved by the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days Accountant prior to the filing of due date (including extensions) for any such Income Tax Tax Return, and the Stockholder may provide comments thereon, which comments such Income Tax Tax Return shall be delivered within 15 days filed as originally prepared and later amended to reflect the Tax Accountant’s determination, if necessary. The expenses of receiving such copiesthe Tax Accountant shall be borne equally by Buyer and Sellers.

Filing Responsibility. (a) The Stockholder Except as provided in Section 3.7(a) and Section 14.2, Zhone shall prepare and file the following Tax Returns with respect to each of SI and SGI: (i) All income file, when due, all Tax Returns for any taxable period actually period, or portion thereof beginning before and ending on or before the Closing Date; (ii) All other Tax Returns Date which are required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer . The Principal Shareholder shall where required cause the relevant officers indemnify Zhone for unpaid Taxes of SI or SGI, as the case may be, CAG with respect to sign such Tax Returns unless it is advised in writing periods after payment by counsel acceptable CAG of such Taxes to the Stockholder that extent such Taxes are not reflected in the execution reserve for tax liability as shown on the balance sheet included in the CAG Financial Statements and to the extent the aggregate amount of such Taxes as are not so reflected in such reserve for tax liability exceeds the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctionsCAG Net Assets Amount. (b) The BuyerZhone shall prepare and file, SI or SGI shallwhen due, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return of CAG for a taxable period tax periods beginning before the Closing Date and ending after the Closing Date, . The Principal Shareholder shall indemnify Zhone after payment by CAG of unpaid Taxes for such periods an amount equal to the Buyer shall consult with portion of such unpaid Taxes which are attributable to the Stockholder concerning each portion of such Tax Return periods ending on the Closing Date to the extent that such unpaid Taxes are not reflected in the reserve for tax liability as shown on the balance sheet included in the CAG Financial Statements and report all items with respect to the extent the aggregate amount of such unpaid Taxes as are not so reflected in such reserve for tax liability exceeds the CAG Net Assets Amount. In the case of Taxes other than Taxes based upon or related to income or receipts the portion of such Taxes attributable to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice)determined on a pro rata daily basis, unless otherwise agreed by and in the Stockholder case of Taxes based upon or related to income or receipts, the portion of such unpaid Taxes attributable to the period ending on the Closing Date shall be equal to the amount of Taxes that would be due and the Buyer; provided, however, that payable had such tax liability been computed as if the Buyer is advised relevant taxable period ended on the Closing Date. (c) If requested in writing by counsel acceptable a timely manner, Zhone shall permit the Principal Shareholder to the Stockholder that the review and comment prior to filing of any Tax Return Returns described in Sections 14.3(a) and 14.3(b) for which the reporting Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder's tax position on such Tax Return Returns for which the Principal Shareholder is liable unless Zhone determines that such tax position is in contravention of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days prior to the filing of such Tax Return, and the Stockholder may provide comments thereon, which comments shall be delivered within 15 days of receiving such copiesapplicable law.

Filing Responsibility. (a) The Stockholder Seller shall timely prepare and file the following file, or cause to be timely prepared and filed, all Income Tax Returns with respect to each of SI and SGI: (i) All income any of the Kendro Entities for all Tax Returns for any taxable period actually periods ending on or before the Closing Cxxxxxx Date; (ii) All other Tax Returns required , and shall timely pay, or cause to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Datepaid, the Buyer shall where required cause the relevant officers of SI or SGIwhen due, as the case may be, to sign all Income Taxes due on such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctionsreturns. (b) The BuyerPurchaser shall timely prepare and file, SI or SGI shallcause to be timely prepared and filed, subject all Income Tax Returns of all Kendro Entities for all Straddle Periods, and shall timely pay, xx xxxse to be paid, when due, all Taxes relating to such Income Tax Returns. Such Income Tax Returns shall be prepared in a manner consistent with prior practice of Seller and the respective Kendro Entities concerning the income, properties or operations (xxxxxxing all elections and accounting methods and conventions) of the Kendro Entities, except as otherwise required by law, rule or regxxxxxxn or by changes in the relevant underlying facts. Purchaser shall provide, or cause to be provided, to Seller a substantially final draft of such Income Tax Return at least thirty (30) days prior to the provisions of Section 6A.3(cdue date for filing such returns (taking all extensions into account), file all other for Seller's review and comment. Purchaser shall make such revisions to such Income Tax Returns as are reasonably requested by Seller to the extent those changes (i) are consistent with the underlying facts and applicable laws, rules and regulations and (ii) do not increase any Tax liability of Purchaser or any of its subsidiaries (including the Kendro Entities) for any period or portion thereof beginning aftxx xxx Closing Date. Purchaser and Seller shall attempt in good faith to jointly agree on the making of any other revision reasonably requested by Seller described in clause (i) of the previous sentence, using the perspective of a person that owns the Kendro Entities both before and after the Closing, and giving dxx xxxard to the Tax benefit to Seller compared to the Tax cost to Purchaser of any such requested revision, and to the merits of the respective Tax positions taken by Seller and Purchaser, and if Purchaser and Seller are unable to jointly agree, such requested revisions shall be referred to an Independent Accountant, who shall decide on the making of such requested revision using the same perspective and with the same regard. Seller shall be responsible for the payment of Income Taxes due with respect to SI and SGIsuch Income Tax Returns to the extent provided in Section 10.1. (c) With respect Purchaser and Seller shall provide each other with copies of any Income Tax Returns of the Kendro Entities that it files or causes to be filed pursuant to Xxxxxxn 10.2(a) or (b) after the Closing (not including any consolidated or combined Income Tax Return which includes Seller or any affiliate of Seller (other than a Kendro Entity)) no later than 10 days after the filing of such Incxxx Xxx Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Return Returns for a taxable period beginning before the Closing Date and periods ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the filing of any Tax Return and the reporting on such Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days prior to the filing of such Tax Return, and the Stockholder may provide comments thereon, which comments shall be delivered within 15 days of receiving such copiesthose periods are Straddle Periods.

Filing Responsibility. (a) The Stockholder Except as provided in Section 3.7(a) and Section 14.2, Zhone shall prepare and file the following Tax Returns with respect to each of SI and SGI: (i) All income file, when due, all Tax Returns for any taxable period actually period, or portion thereof beginning before and ending on or before the Closing Date; (ii) All other Tax Returns Date which are required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer . The Principal Shareholder shall where required cause the relevant officers indemnify Zhone for unpaid Taxes of SI or SGI, as the case may be, CAG with respect to sign such Tax Returns unless it is advised in writing periods after payment by counsel acceptable CAG of such Taxes to the Stockholder that extent such Taxes are not reflected in the execution reserve for tax liability as shown on the balance sheet included in the CAG Financial Statements and to the extent the aggregate amount of such Taxes as are not so reflected in such reserve for tax liability exceeds the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctionsCAG Net Assets Amount. (b) The BuyerZhone shall prepare and file, SI or SGI shallwhen due, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return of CAG for a taxable period tax periods beginning before the Closing Date and ending after the Closing Date, . The Principal Shareholder shall indemnify Zhone after payment by CAG of unpaid Taxes for such periods an amount equal to the Buyer shall consult with portion of such unpaid Taxes which are attributable to the Stockholder concerning each portion of such Tax Return periods ending on the Closing Date to the extent that such unpaid Taxes are not reflected in the reserve for tax liability as shown on the balance sheet included in the CAG Financial Statements and report all items with respect to the extent the aggregate amount of such unpaid Taxes as are not so reflected in such reserve for tax liability exceeds the CAG Net Assets Amount. In the case of Taxes other than Taxes based upon or related to income or receipts the portion of such Taxes attributable to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice)determined on a pro rata daily basis, unless otherwise agreed by and in the Stockholder case of Taxes based upon or related to income or receipts, the portion of such unpaid Taxes attributable to the period ending on the Closing Date shall be equal to the amount of Taxes that would be due and the Buyer; provided, however, that payable had such tax liability been computed as if the Buyer is advised relevant taxable period ended on the Closing Date. (c) If requested in writing by counsel acceptable a timely manner, Zhone shall permit the Principal Shareholder to the Stockholder that the review and comment prior to filing of any Tax Return Returns described in Sections 14.3(a) and 14.3(b) for which the reporting Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder’s tax position on such Tax Return Returns for which the Principal Shareholder is liable unless Zhone determines that such tax position is in contravention of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days prior to the filing of such Tax Return, and the Stockholder may provide comments thereon, which comments shall be delivered within 15 days of receiving such copiesapplicable law.

Filing Responsibility. (a) The Stockholder shall prepare From and file the following Tax Returns with respect to each of SI and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer Parent shall, or shall where required cause the relevant officers of SI or SGIits Affiliates to, as the case may be, to sign such timely prepare and file all Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate Company and its subsidiaries attributable to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Pre-Closing Tax Returns with respect to SI and SGI. (c) With respect to Period. For any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return of the Company and report all items with respect to its subsidiaries, Parent shall, or shall cause its affiliates to, (i) prepare and file timely the period ending on or prior to the Closing Date Tax Return in accordance with the instructions most recent past practice of the Stockholder such entity (which shall be consistent with past practiceexcept as otherwise required by applicable Law), unless otherwise agreed by (ii) if such Tax Return is an income or other material Tax Return, deliver a draft of such Tax Return to the Stockholder Stockholders’ Representative, for the Stockholders’ Representative’s review, a reasonable period of time before the due date (after giving effect to any applicable extensions of time for filing) so that the Stockholders’ Representative has a meaningful opportunity to review and comment on such draft, and (iii) negotiate in good faith with the Buyer; provided, however, that if the Buyer is advised Stockholders’ Representative with respect to any comment provided in writing by counsel acceptable the Stockholders’ Representative to Parent with respect to such Tax Return. If the Stockholder that Stockholders’ Representative consents to such Tax Returns (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall, or shall cause its Affiliates to, execute and file such Tax Returns as prepared by Parent. In the filing event of any disagreement between Parent and the Stockholders’ Representative regarding any Tax Return and relating to any Pre-Closing Period that cannot be resolved by the reporting on tenth day prior to the due date for such Tax Return of any item Return, such disagreement shall be resolved by the Independent Accounting Firm mutatis mutandis in accordance with the instructions dispute resolution procedures set forth in Section 1.4(e), and any such determination by the Independent Accounting Firm shall be final. The fees and expenses of the Stockholder may subject Independent Accounting Firm shall be borne equally by Parent and the Buyer, SI, SGI or Stockholders’ Representative (on behalf of the Company Equityholders). If the Independent Accounting Firm does not resolve any Affiliate differences between Parent and the Stockholders’ Representative with respect to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 five days prior to the filing of due date therefor, such Tax Return, and the Stockholder may provide comments thereon, which comments Return shall be delivered within 15 days prepared and filed consistent with past practices of receiving the Company and its subsidiaries and in accordance with Parent’s instructions and such copiesTax Return shall be amended to reflect the Independent Accounting Firm’s resolution.

Filing Responsibility. (a) The Stockholder Newpark shall prepare and file the following Tax Returns with respect prepare, or cause to each of SI and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other be prepared, all Tax Returns required to be filed by the Transferred Entities after the Closing Date with respect to a Pre-Closing Tax Period other than with respect to a Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (taking into account extensionsunless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Newpark to Buyer (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least forty (40) days prior to the Closing Datedue date (including extensions) of such Tax Return. If Buyer objects to any item on any such Tax Returns Return, it shall, within ten (10) days after delivery of such Tax Return, notify Newpark in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for which the Stockholder any such objection. If a notice of objection shall have filing responsibility under this Section 6A.3(abe duly delivered, Buyer and Newpark shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Newpark are unable to reach such agreement within ten (10) are filed days after the Closing Datereceipt by Newpark of such notice, the Buyer disputed items shall where required cause be resolved by the relevant officers Accounting Arbitrator and any determination by the Accounting Arbitrator shall be final. The Accounting Arbitrator shall resolve any disputed items within twenty (20) days of SI or SGI, having the item referred to it pursuant to such procedures as it may require. If the case may be, Accounting Arbitrator is unable to sign resolve any disputed items before the due date for such Tax Returns unless it is advised in writing Return, the Tax Return shall be filed as modified by counsel acceptable Buyer and then amended to reflect the Stockholder that the execution Accounting Arbitrator’s resolution. The costs, fees and expenses of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which Accounting Arbitrator shall be consistent with past practice), unless otherwise agreed borne equally by the Stockholder Buyer and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the Newpark. The preparation and filing of any Tax Return and the reporting on such of a Transferred Entity for a Straddle Period or a Post-Closing Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days prior to the filing of such Tax Return, and the Stockholder may provide comments thereon, which comments Period shall be delivered exclusively within 15 days the control of receiving such copiesBuyer.