GROUP CLAIMS. Any tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by Adaptec, and Adaptec shall be entitled to receive any tax refund arising from the contest of the Group Claim. Except as provided in the following sentence, Adaptec shall have no right to reimbursement from Roxio for any portion of a deficiency and shall have no obligation to pay any portion of a refund to Roxio. Roxio shall be required to reimburse Adaptec for that portion of a deficiency resulting from a reduction of a loss, credit or similar tax attribute of Roxio that was carried back from a post-Distribution period pursuant to Section 5.
GROUP CLAIMS. Except as provided in Section 6(a), Adaptec shall be entitled to control the contest of any claim by a taxing authority arising from an examination of any return filed by one or more members of the Adaptec Group. Roxio shall have no right to participate in the contest of a claim to which this Section 6(b) applies (a "Group Claim").
GROUP CLAIMS. Except as otherwise provided in Section 5.1 hereof, the Representative of the Affiliated Group and Combined Group shall have sole and complete authority to control and resolve the contest of any claim by any Taxing Authority arising from an examination of any Tax Return for any Pre-Distribution or Straddle Period relating to the Affiliated Group or Combined Group (a "GROUP CLAIM"), provided that other parties ultimately affected by the resolution of the Group Claim shall be allowed the opportunity to provide constructive and useful input to the Representative of the Affiliated Group and Combined Group within the time and procedural constraints established by the Representative of the Affiliated Group and Combined Group in the handling of any Group Claim at the sole discretion of the Representative of the Affiliated Group and Combined Group, No other party shall have any other right to participate in the contest of a Group Claim. The Representative of the Affiliated Group and Combined Group shall be entitled to incur reasonable costs in handling any Group Claim. The other parties affected by a Group Claim shall be responsible for and shall pay to the Representative of the Affiliated Group and Combined Group their reasonable share of such costs as determined by the Representative of the Affiliated Group and Combined Group.
GROUP CLAIMS. 3Com shall be entitled to control the contest of any claim by a taxing authority arising from an examination of a Pre-Distribution Group Return (a "Group Claim"). 3Com shall notify Palm of the commencement of any such examination and shall keep Palm apprised of the status of the examination. Palm shall be entitled to advise 3Com regarding the handling of claims that could affect Palm's allocable share of the consolidated, combined or unitary Tax liability, and 3Com shall not unreasonably reject Palm's advice. If a claim affects only Palm's share of the consolidated, combined or unitary Tax liability, and not that of any other member of the 3Com Group, Palm shall be entitled to prepare any written materials submitted to the taxing authority in defense against the claim. Neither Palm nor its representatives shall be entitled to attend meetings with representatives of the taxing authority without 3Com's consent. 3Com shall have sole authority to make decisions regarding the settlement of Group Claims. Palm shall bear any expenses it incurs in participating in the contest of a Group Claim.
GROUP CLAIMS. Any Tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by 3Com, and 3Com shall be entitled to receive any tax refund arising from the contest of the Group Claim. Within 30 days after the final determination of the Group Claim, 3Com shall allocate the Tax liabilities for the affected periods, as redetermined, among the members of the 3Com Group that joined in filing the relevant Pre-Distribution Group Returns. In allocating the redetermined Tax liabilities, 3Com shall apply the allocation method prescribed by Section 3. If the amount of redetermined Tax liability allocated to Palm for any period exceeds the amounts previously paid by Palm to 3Com in respect of Palm's allocated Tax liability for that period, Palm shall pay such excess to 3Com within 10 days of receiving notice from 3Com of the amount due. If the amounts previously paid by Palm to 3Com in respect of Palm's allocated Tax liability for any period exceed the amount of redetermined Tax liability allocated to Palm for that period, 3Com shall pay such excess to Palm within 40 days after the final determination of the Group Claim that led to the redetermination of Tax liability.
GROUP CLAIMS. Any Tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by MRV, and MRV shall be entitled to receive any tax refund arising from the contest of the Group Claim. Within 30 days after the final determination of the Group Claim, MRV shall allocate the Tax liabilities for the affected periods, as redetermined, among the members of the MRV Group that joined in filing the relevant Pre-Distribution Group Returns. In allocating the redetermined Tax liabilities, MRV shall apply the allocation method prescribed by Section 3. If the amount of redetermined Tax liability allocated to Luminent for
GROUP CLAIMS. Any tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by XYZ, and XYZ shall be entitled to receive any tax refund arising from the contest of the Group Claim. Except as provided in the following sentence, XYZ shall have no right to reimbursement from YYY for any portion of a deficiency and shall have no obligation to pay any portion of a refund to YYY. YYY shall be required to reimburse XYZ for that portion of a deficiency resulting from a reduction of a loss, credit or similar tax attribute of YYY that was carried back from a post-Distribution period pursuant to Section 5.
GROUP CLAIMS. Except as provided in Section 6(a), XYZ shall be entitled to control the contest of any claim by a taxing authority arising from an examination of any return filed by one or more members of the XYZ Group. YYY shall have no right to participate in the contest of a claim to which this Section 6(b) applies (a "Group Claim").
GROUP CLAIMS. MRV shall be entitled to control the contest of any claim by a taxing authority arising from an examination of a Pre-Distribution Group Return (a "Group Claim"). MRV shall notify Luminent of the commencement of any such examination and shall keep Luminent apprised of the status of the examination. Luminent shall be entitled to advise MRV regarding the handling of claims that could affect Luminent's allocable share of the consolidated, combined or unitary Tax liability, and MRV shall not unreasonably reject Luminent's advice. If a claim affects only Luminent's share of the consolidated, combined or unitary Tax liability, and not that of any other member of the MRV Group, Luminent shall be entitled to prepare any written materials submitted to the taxing authority in defense against the claim. Neither Luminent nor its representatives shall be entitled to attend meetings with representatives of the taxing authority without MRV's consent. MRV shall have sole authority to make decisions regarding the settlement of Group Claims. Luminent shall bear any expenses it incurs in participating in the contest of a Group Claim.
