Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) Except as provided in Section 3.7(a) and Section 14.2, Zhone shall prepare and file, when due, all Tax Returns for any taxable period, or portion thereof beginning before and ending on or before the Closing Date which are required to be filed after the Closing Date. The Principal Shareholder shall indemnify Zhone for unpaid Taxes of CAG with respect to such periods after payment by CAG of such Taxes to the extent such Taxes are not reflected in the 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 CAG Net Assets Amount. (b) Zhone shall prepare and file, when due, all Tax Returns of CAG for 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 portion of such unpaid Taxes which are attributable to the portion of such 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 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 the Closing Date shall be determined on a pro rata daily basis, and in the 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 payable had such tax liability been computed as if the relevant taxable period ended on the Closing Date. (c) If requested in a timely manner, Zhone shall permit the Principal Shareholder to review and comment prior to filing any Tax Returns described in Sections 14.3(a) and 14.3(b) for which the Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder’s tax position on such Tax Returns for which the Principal Shareholder is liable unless Zhone determines that such tax position is in contravention of applicable law.

Filing Responsibility. (a) Except as provided in Section 3.7(a) and Section 14.2Newpark shall prepare, Zhone shall prepare and file, when dueor cause to be prepared, all Tax Returns for any taxable period, or portion thereof beginning before and ending on or before the Closing Date which are required to be filed by the Transferred Entities after the Closing Date. The Principal Shareholder shall indemnify Zhone for unpaid Taxes of CAG Date with respect to a Pre-Closing Tax Period other than with respect to a Straddle Period. Any such periods after payment Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by CAG Law) and without a change of such Taxes any election or any accounting method and shall be submitted by Newpark to Buyer (together with schedules, statements and, to the extent such Taxes are not reflected in the reserve for tax liability as shown on the balance sheet included in the CAG Financial Statements and requested by Buyer, supporting documentation) at least forty (40) days prior to the extent the aggregate amount due date (including extensions) of such Taxes Tax Return. If Buyer objects to any item on any such Tax 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 any such objection. If a notice of objection shall be 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) days after receipt by Newpark of such notice, the disputed items shall be resolved by the 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 having the item referred to it pursuant to such procedures as are not so reflected in such reserve for tax liability exceeds it may require. If the CAG Net Assets Amount. (b) Zhone shall prepare and file, when due, all Tax Returns of CAG for tax periods beginning Accounting Arbitrator is unable to resolve any disputed items before the Closing Date due date for such Tax Return, the Tax Return shall be filed as modified by Buyer and ending after then amended to reflect the Closing DateAccounting Arbitrator’s resolution. The Principal Shareholder shall indemnify Zhone after payment by CAG costs, fees and expenses of unpaid Taxes for such periods an amount equal to the portion of such unpaid Taxes which are attributable to the portion of such 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 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 the Closing Date Accounting Arbitrator shall be determined on borne equally by Buyer and Newpark. The preparation and filing of any Tax Return of a pro rata daily basis, and in the case of Taxes based upon Transferred Entity for a Straddle Period or related to income or receipts, the portion of such unpaid Taxes attributable to the period ending on the a Post-Closing Date Tax Period shall be equal to exclusively within the amount control of Taxes that would be due and payable had such tax liability been computed as if the relevant taxable period ended on the Closing DateBuyer. (c) If requested in a timely manner, Zhone shall permit the Principal Shareholder to review and comment prior to filing any Tax Returns described in Sections 14.3(a) and 14.3(b) for which the Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder’s tax position on such Tax Returns for which the Principal Shareholder is liable unless Zhone determines that such tax position is in contravention of applicable law.

Filing Responsibility. (a) Except as provided in Section 3.7(a) and Section 14.2, Zhone Seller shall timely prepare and file, when dueor cause to be timely prepared and filed, all Income Tax Returns of any of the Xxxxxx Entities for any taxable period, or portion thereof beginning before and all Tax periods ending on or before the Closing Date which are required Date, and shall timely pay, or cause to be filed paid, when due, all Income Taxes due on such returns. (b) Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of all Xxxxxx Entities for all Straddle Periods, and shall timely pay, or cause 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 Xxxxxx Entities concerning the income, properties or operations (including all elections and accounting methods and conventions) of the Xxxxxx Entities, except as otherwise required by law, rule or regulation 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 due date for filing such returns (taking all extensions into account), 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 Xxxxxx Entities) for any period or portion thereof beginning after the Closing Date. The Principal Shareholder Purchaser and Seller shall indemnify Zhone 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 Xxxxxx Entities both before and after the Closing, and giving due regard 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 unpaid the payment of Income Taxes of CAG due with respect to such periods after payment by CAG of such Taxes Income Tax Returns to the extent such Taxes are not reflected provided in the 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 CAG Net Assets Amount. (b) Zhone shall prepare and file, when due, all Tax Returns of CAG for 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 portion of such unpaid Taxes which are attributable to the portion of such 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 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 the Closing Date shall be determined on a pro rata daily basis, and in the 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 payable had such tax liability been computed as if the relevant taxable period ended on the Closing DateSection 10.1. (c) If requested in Purchaser and Seller shall provide each other with copies of any Income Tax Returns of the Xxxxxx Entities that it files or causes to be filed pursuant to Section 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 timely mannerXxxxxx Entity)) no later than 10 days after the filing of such Income Tax Returns; provided, Zhone for the avoidance of doubt, that Purchaser shall permit the Principal Shareholder have no obligation to review and comment prior to filing provide Seller copies of any Tax Returns described in Sections 14.3(a) and 14.3(b) for which periods ending after the Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder’s tax position on such Tax Returns for which the Principal Shareholder is liable Closing Date unless Zhone determines that such tax position is in contravention of applicable lawthose periods are Straddle Periods.

Filing Responsibility. (a) Except as provided in Section 3.7(a) and Section 14.2, Zhone shall Sellers will timely prepare and file, when due, file or cause each Acquired Company to timely prepare and file at the expense of the Sellers all Tax Returns for of or including any taxable period, or portion thereof beginning before and ending Acquired Company that are required to be filed (with extensions) on or before the Closing Date which and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Acquired Companies in a manner consistent with the most recent prior practice of the Acquired Companies and with Applicable Law except that the Income Tax Tax Returns for the period that ends on the Closing Date will reflect 338(h)(10) Elections and deductible expenses attributable to the 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 good faith any reasonable comments of the other party (or parties) in respect of such Income Tax Tax Return, provided that all Company Transaction Expenses borne by Sellers will be deemed attributable to the Pre-Closing Tax Period to the extent permitted by Applicable Law. The Principal Shareholder parties shall indemnify Zhone for unpaid Taxes of CAG cooperate in good faith to resolve any dispute with respect to any such periods after payment Income Tax Tax Return and if the parties are unable to resolve any such dispute at least ten days before the due date (including extensions) for any such Income Tax Tax Return, the dispute shall be referred to an accounting firm of international reputation mutually agreeable to Sellers and Buyer (the “Tax Accountant”) and any such determination by CAG of the Tax Accountant shall be final. If any such Taxes dispute is not resolved by the Tax Accountant prior to the extent due date (including extensions) for any such Taxes are not reflected in Income Tax Tax Return, such Income Tax Tax Return shall be filed as originally prepared and later amended to reflect the 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 CAG Net Assets Amount. (b) Zhone shall prepare and fileTax Accountant’s determination, when due, all Tax Returns of CAG for tax periods beginning before the Closing Date and ending after the Closing Dateif necessary. The Principal Shareholder shall indemnify Zhone after payment by CAG expenses of unpaid Taxes for such periods an amount equal to the portion of such unpaid Taxes which are attributable to the portion of such 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 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 the Closing Date Tax Accountant shall be determined on a pro rata daily basis, borne equally by Buyer and in the 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 payable had such tax liability been computed as if the relevant taxable period ended on the Closing DateSellers. (c) If requested in a timely manner, Zhone shall permit the Principal Shareholder to review and comment prior to filing any Tax Returns described in Sections 14.3(a) and 14.3(b) for which the Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder’s tax position on such Tax Returns for which the Principal Shareholder is liable unless Zhone determines that such tax position is in contravention of applicable law.

Filing Responsibility. (a) Except as provided in Section 3.7(a) and Section 14.2, Zhone The Stockholder shall prepare and file, when due, all file the following Tax Returns with respect to each of SI and SGI: (i) All income Tax Returns for any taxable period, or portion thereof beginning before and period actually ending on or before the Closing Date which are 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 Principal Shareholder , the Buyer shall indemnify Zhone for unpaid Taxes where required cause the relevant officers of CAG with respect SI or SGI, as the case may be, to sign such periods after payment Tax Returns unless it is advised in writing by CAG of such Taxes counsel acceptable to the extent such Taxes are not reflected in Stockholder that the reserve for tax liability as shown on execution of the balance sheet included in Tax Returns would subject the CAG Financial Statements and officers, the Buyer, SI, SGI or any affiliate to the extent the aggregate amount of such Taxes as are not so reflected in such reserve for tax liability exceeds the CAG Net Assets Amountany penalty, fine or other sanctions. (b) Zhone shall prepare and fileThe Buyer, when dueSI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns of CAG with respect to SI and SGI. (c) With respect to any Tax Return for tax periods a taxable period beginning before the Closing Date and ending after the Closing Date. The Principal Shareholder , the Buyer shall indemnify Zhone after payment by CAG of unpaid Taxes for consult with the Stockholder concerning each such periods an amount equal to the portion of such unpaid Taxes which are attributable to the portion of such 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 Tax Return and 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 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 determined on a pro rata daily basisconsistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in the case of Taxes based upon or related to income or receipts, the portion of such unpaid Taxes attributable writing by counsel acceptable to the period ending on Stockholder that the Closing Date shall be equal to the amount filing of Taxes that would be due and payable had such tax liability been computed as if the relevant taxable period ended on the Closing Date. (c) If requested in a timely manner, Zhone shall permit the Principal Shareholder to review and comment prior to filing any Tax Returns described in Sections 14.3(a) Return and 14.3(b) for which the Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder’s tax position reporting on such Tax Returns for 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 Principal Shareholder is liable unless Zhone determines that Stockholder after filing) at least 30 days prior to the filing of such tax position is in contravention Tax Return, and the Stockholder may provide comments thereon, which comments shall be delivered within 15 days of applicable lawreceiving such copies.

Filing Responsibility. (a) Except as provided in Section 3.7(a) and Section 14.2, Zhone shall prepare and file, when due, all Tax Returns for any taxable period, or portion thereof beginning before and ending on or before the Closing Date which are required to be filed after the Closing Date. The Principal Shareholder shall indemnify Zhone for unpaid Taxes of CAG with respect to such periods after payment by CAG of such Taxes to the extent such Taxes are not reflected in the 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 CAG Net Assets Amount. (b) Zhone shall prepare and file, when due, all Tax Returns of CAG for 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 portion of such unpaid Taxes which are attributable to the portion of such 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 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 the Closing Date shall be determined on a pro rata daily basis, and in the 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 payable had such tax liability been computed as if the relevant taxable period ended on the Closing Date. (c) If requested in a timely manner, Zhone shall permit the Principal Shareholder to review and comment prior to filing any Tax Returns described in Sections 14.3(a) and 14.3(b) for which the Principal Shareholder would have liability pursuant to this Section. Zhone shall reflect the Principal Shareholder’s 's tax position on such Tax Returns for which the Principal Shareholder is liable unless Zhone determines that such tax position is in contravention of applicable law.