Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) Seller shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of any of the Kendro Entities for all Tax periods ending on or before the C▇▇▇▇▇▇ Date, and shall timely pay, or cause to be 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 Kendro Entities for all Straddle Periods, and shall timely pay, ▇▇ ▇▇▇se 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 (▇▇▇▇▇▇ing all elections and accounting methods and conventions) of the Kendro Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n 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 Kendro Entities) for any period or portion thereof beginning aft▇▇ ▇▇▇ 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 d▇▇ ▇▇▇ard 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 such Income Tax Returns to the extent provided in Section 10.1. (c) 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 ▇▇▇▇▇▇n 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 Inc▇▇▇ ▇▇x Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns for periods ending after the Closing Date unless those periods are Straddle Periods.

Filing Responsibility. (a) Seller shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of any of the Kendro ▇▇▇▇▇▇ Entities for all Tax periods ending on or before the C▇▇▇▇▇▇ Closing Date, and shall timely pay, or cause to be 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 Kendro ▇▇▇▇▇▇ Entities for all Straddle Periods, and shall timely pay, ▇▇ ▇▇▇se 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 Kendro ▇▇▇▇▇▇ Entities concerning the income, properties or operations (▇▇▇▇▇▇ing including all elections and accounting methods and conventions) of the Kendro ▇▇▇▇▇▇ Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n 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 ’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 aft▇▇ ▇▇▇ after the 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 d▇▇ ▇▇▇ard 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 the payment of Income Taxes due with respect to such Income Tax Returns to the extent provided in Section 10.1. (c) 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 ▇▇▇▇▇▇n 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 Kendro ▇▇▇▇▇▇ Entity)) no later than 10 days after the filing of such Inc▇▇▇ ▇▇x Income Tax Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns for periods ending after the Closing Date unless those periods are Straddle Periods.

Filing Responsibility. (a) Seller Except as provided in Section 3.7(a) and Section 14.2, Zhone shall timely prepare and file, or cause to be timely prepared and filedwhen due, all Income Tax Returns of for any of the Kendro Entities for all Tax periods taxable period, or portion thereof beginning before and ending on or before the C▇▇▇▇▇▇ Date, and shall timely pay, or cause Closing Date which are required to be paidfiled 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 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 Kendro Entities CAG for all Straddle Periods, tax periods beginning before the Closing Date and ending after the Closing Date. The Principal Shareholder shall timely pay, ▇▇ ▇▇▇se indemnify Zhone after payment by CAG of unpaid Taxes for such periods an amount equal 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 (▇▇▇▇▇▇ing all elections and accounting methods and conventions) of the Kendro Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n or by changes in the relevant underlying facts. Purchaser shall provide, or cause to be provided, to Seller a substantially final draft portion of such Income Tax Return at least thirty (30) days prior unpaid Taxes which are attributable to the due date for filing portion of 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 periods ending on the Closing Date to the extent those changes (i) that such unpaid Taxes are consistent with not reflected in the underlying facts and applicable laws, rules and regulations and (ii) do not increase any Tax reserve for tax liability of Purchaser or any of its subsidiaries (including the Kendro Entities) for any period or portion thereof beginning aft▇▇ ▇▇▇ Closing Date. Purchaser and Seller shall attempt in good faith to jointly agree as shown on the making of any other revision reasonably requested by Seller described balance sheet included 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 d▇▇ ▇▇▇ard to the Tax benefit to Seller compared to the Tax cost to Purchaser of any such requested revision, CAG Financial Statements and to the merits extent the aggregate amount of such unpaid Taxes as are not so reflected in such reserve for tax liability exceeds the respective Tax positions taken by Seller and PurchaserCAG 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 if Purchaser and Seller are unable in the case of Taxes based upon or related to jointly agreeincome or receipts, the portion of such requested revisions unpaid Taxes attributable to the period ending on the Closing Date shall be referred equal to an Independent Accountant, who shall decide 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 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 such Income Tax Returns to the extent provided in Section 10.1Closing Date. (c) Purchaser If requested in a timely manner, Zhone shall permit the Principal Shareholder to review and Seller shall provide each other with copies of any Income Tax Returns of the Kendro Entities that it files or causes comment prior to be filed pursuant to ▇▇▇▇▇▇n 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 Inc▇▇▇ ▇▇x Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns described in Sections 14.3(a) and 14.3(b) for periods ending after which the Closing Date 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 those periods are Straddle PeriodsZhone determines that such tax position is in contravention of applicable law.

Filing Responsibility. The following provisions shall govern the allocation of responsibility and payment of Taxes as between Buyer and Seller for certain Tax matters following the Effective Date: (ai) Seller shall, or shall timely cause the Company to prepare and file, on a timely basis, all Tax Returns that are required to be filed by the Company Parties (taking account of extensions) prior to the Effective Date and shall pay all Taxes with respect thereto. (ii) Seller shall prepare or cause to be timely prepared and filed, file or cause to be filed all Income Tax Returns of any of for the Kendro Entities Company for all Tax periods ending on or before prior to the C▇▇▇▇▇▇ Effective Date which are required to be filed after the Effective Date, and shall timely payprovide each such Tax Return to Buyer for review, or cause to be paid, when due, all Income Taxes due on comment and revision at least twenty (20) days before the date such returns. (b) Purchaser shall timely prepare and file, or cause to be timely prepared and Tax Return is filed, all Income Tax Returns of all Kendro Entities for all Straddle Periods, and shall timely pay, ▇▇ ▇▇▇se 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 past practice. Seller shall make any revisions to such Tax Returns as reasonably requested by Buyer prior practice to filing such Tax Returns. Notwithstanding anything in this Agreement to the contrary, no review or deemed review of Seller and the respective Kendro Entities concerning the incomeany Tax Return by Buyer pursuant to this Section 7.2(b) shall affect any Buyer indemnification rights, properties or operations any of Seller’s obligations hereunder. (▇▇▇▇▇▇ing all elections and accounting methods and conventionsiii) of the Kendro Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n or by changes in the relevant underlying facts. Purchaser Buyer shall provide, prepare or cause to be providedprepared and file or cause to be filed any Tax Returns of the Company Parties for Tax periods which begin before the Effective Date and end after the Effective Date, and shall provide each such Tax Return to Seller for review and comment at least twenty (20) days before the date such Tax Return is filed. Such Tax Returns shall be prepared in a substantially final draft manner consistent with past practice. Notwithstanding anything in this Agreement to the 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 Income 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 a 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. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with GAAP. (iv) In the case of any Tax Return at least thirty due after the Effective Date that is required to be signed by Buyer (30or any officer or other authorized representative of any thereof), Seller shall send a copy of 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 Tax Returns, prior to the date 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) days prior to the due date for filing on which such returns (taking all extensions into account)Tax Return is due, for Seller's review and comment. Purchaser shall make such revisions to such Income in the case of Tax Returns as that 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 aft▇▇ ▇▇▇ 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 Closingfiled less frequently than monthly, and giving d▇▇ ▇▇▇ard 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 such Income Tax Returns to the extent provided in Section 10.1. (c) 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 ▇▇▇▇▇▇n 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 the earlier of (A) two (2) days prior to the date on which such Tax Return is due and (B) five (5) days after the filing receipt of such Inc▇▇▇ ▇▇x Tax Return by Buyer, in the case of all other Tax Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns for periods ending after the Closing Date unless those periods are Straddle Periods.

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) Seller shall timely prepare and file, or cause to be file timely prepared and filed, all Income the Tax Returns of any Return in accordance with the most recent past practice of the Kendro Entities for all Tax periods ending on or before the C▇▇▇▇▇▇ Date, Company and shall timely pay, or cause to be paid, when due, all Income Taxes due on such returns. its subsidiaries (b) Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of all Kendro Entities for all Straddle Periods, and shall timely pay, ▇▇ ▇▇▇se 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 (▇▇▇▇▇▇ing all elections and accounting methods and conventions) of the Kendro Entities, except as otherwise required by lawapplicable Law), rule or reg▇▇▇▇▇▇n or by changes in the relevant underlying facts. Purchaser shall provide(b) if such Tax Return is an income Tax Return, or cause to be provided, to Seller deliver a substantially final draft of such Income 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 the Company and its subsidiaries relating to any Pre-Closing Tax Period at least thirty (30) five days prior to the 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 filing such returns Tax Return, such disagreement shall be resolved by the Dayton, Ohio offices of RSM US LLP (taking all extensions into accountor, 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”), for Seller's review and commentany such determination by the Independent Accounting Firm shall be final. Purchaser The fees and expenses of the Independent Accounting Firm shall make such revisions to such Income Tax Returns as are reasonably requested be borne equally 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 aft▇▇ ▇▇▇ Closing Date. Purchaser and Seller shall attempt in good faith to jointly agree on Sellers’ Representative. If the making of Independent Accounting Firm does not resolve 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 d▇▇ ▇▇▇ard 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 differences between 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 Sellers’ Representative with respect to such Income Tax Returns Return at least five days prior to the extent provided in Section 10.1. (c) Purchaser due date therefor, such Tax Return shall be prepared and Seller shall provide each other filed consistent with copies of any Income Tax Returns past practices of the Kendro Entities that it files or causes to be filed pursuant to ▇▇▇▇▇▇n 10.2(a) or (b) after the Closing (not including any consolidated or combined Income Company and its subsidiaries and in accordance with Purchaser’s instructions and such Tax Return which includes Seller or any affiliate of Seller (other than a Kendro Entity)) no later than 10 days after shall be amended to reflect the filing of such Inc▇▇▇ ▇▇x Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns for periods ending after the Closing Date unless those periods are Straddle PeriodsIndependent Accounting Firm’s resolution.

Filing Responsibility. (a) Seller Except as provided in Section 3.7(a) and Section 14.2, Zhone shall timely prepare and file, or cause to be timely prepared and filedwhen due, all Income Tax Returns of for any of the Kendro Entities for all Tax periods taxable period, or portion thereof beginning before and ending on or before the C▇▇▇▇▇▇ Date, and shall timely pay, or cause Closing Date which are required to be paidfiled 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 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 Kendro Entities CAG for all Straddle Periods, tax periods beginning before the Closing Date and ending after the Closing Date. The Principal Shareholder shall timely pay, ▇▇ ▇▇▇se indemnify Zhone after payment by CAG of unpaid Taxes for such periods an amount equal 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 (▇▇▇▇▇▇ing all elections and accounting methods and conventions) of the Kendro Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n or by changes in the relevant underlying facts. Purchaser shall provide, or cause to be provided, to Seller a substantially final draft portion of such Income Tax Return at least thirty (30) days prior unpaid Taxes which are attributable to the due date for filing portion of 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 periods ending on the Closing Date to the extent those changes (i) that such unpaid Taxes are consistent with not reflected in the underlying facts and applicable laws, rules and regulations and (ii) do not increase any Tax reserve for tax liability of Purchaser or any of its subsidiaries (including the Kendro Entities) for any period or portion thereof beginning aft▇▇ ▇▇▇ Closing Date. Purchaser and Seller shall attempt in good faith to jointly agree as shown on the making of any other revision reasonably requested by Seller described balance sheet included 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 d▇▇ ▇▇▇ard to the Tax benefit to Seller compared to the Tax cost to Purchaser of any such requested revision, CAG Financial Statements and to the merits extent the aggregate amount of such unpaid Taxes as are not so reflected in such reserve for tax liability exceeds the respective Tax positions taken by Seller and PurchaserCAG 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 if Purchaser and Seller are unable in the case of Taxes based upon or related to jointly agreeincome or receipts, the portion of such requested revisions unpaid Taxes attributable to the period ending on the Closing Date shall be referred equal to an Independent Accountant, who shall decide 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 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 such Income Tax Returns to the extent provided in Section 10.1Closing Date. (c) Purchaser If requested in a timely manner, Zhone shall permit the Principal Shareholder to review and Seller shall provide each other with copies of any Income Tax Returns of the Kendro Entities that it files or causes comment prior to be filed pursuant to ▇▇▇▇▇▇n 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 Inc▇▇▇ ▇▇x Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns described in Sections 14.3(a) and 14.3(b) for periods ending after which the Closing Date 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 those periods are Straddle PeriodsZhone determines that such tax position is in contravention of applicable law.

Filing Responsibility. (a) Seller shall timely prepare and file, file or cause to be timely prepared and filed, all filed (i) any Income Tax Returns of or with respect to the Company in respect of any of the Kendro Entities for all Tax periods taxable period ending on or before the C▇▇▇▇▇▇ DateClosing Date (including any Combined Tax Returns), and shall timely pay, or cause (ii) all Tax Returns that are required to be paid, when due, all Income Taxes filed by or with respect to the Company that are due (including extensions) on such returns. (b) Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all before the Closing Date. Other than Income Tax Returns of all Kendro Entities for all Straddle Periodsthat are Combined Returns, and Seller shall timely pay, ▇▇ ▇▇▇se permit Purchaser to be paid, when due, all Taxes relating to review 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 (▇▇▇▇▇▇ing all elections and accounting methods and conventions) of the Kendro Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n 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 Purchaser; provided, however, that to the extent those changes (i) are Seller prepares or causes to be prepared such Tax Returns in a manner consistent with prior practice, Purchaser’s suggested revisions will be deemed unreasonable unless required by applicable Law. (b) Purchaser and the underlying facts Company shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 9.5(a), file all other Tax Returns with respect to the Company. To the extent Purchaser could be entitled to indemnification under this Agreement with respect to such Tax Returns, Purchaser and Company shall permit Seller to review such Tax Returns prior to filing and shall make such revisions to such Tax Return as are reasonably requested by Seller; provided, however, that to the extent Purchaser and Company prepare or cause to be prepared such Tax Returns in a manner consistent with prior practice, Seller’s suggested revisions will be deemed unreasonable unless required by applicable laws, rules and regulations and Law (iic) do not increase any Tax liability of Purchaser or any of its subsidiaries (including the Kendro Entities) for any period or portion thereof beginning aft▇▇ ▇▇▇ Closing Date. Purchaser and Seller shall attempt in good faith to jointly agree on resolve any disagreement regarding the making of any other revision reasonably requested by Seller Tax Returns described in clause Section 9.5(a) and (ib) of the previous sentence, using the perspective of a person that owns the Kendro Entities both before and after the Closing, and giving d▇▇ ▇▇▇ard prior to the Tax benefit to Seller compared to due date for filing. In 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 event that 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 resolve any dispute with respect to such Income Tax Returns at least ten (10) days prior to the extent provided in Section 10.1. (c) due date for filing, such dispute shall be resolved by an independent accounting firm mutually acceptable to Purchaser and Seller Seller. The fees and expenses of such accounting firm shall provide each other be borne equally by Purchaser and Seller. If any dispute with copies respect to a Tax Return is not resolved prior to the due date of any Income such Tax Returns Return, such Tax Return shall be filed in the manner which the party responsible for preparing such Tax Return deems correct, without prejudice to the rights of the Kendro Entities that it files or causes parties to be filed pursuant to ▇▇▇▇▇▇n 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 continue such Inc▇▇▇ ▇▇x Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns for periods ending after the Closing Date unless those periods are Straddle Periods.dispute

Filing Responsibility. (a) Seller Newpark shall timely prepare and fileprepare, or cause to be timely prepared and filedprepared, all Income Tax Returns of any of the Kendro Entities for all Tax periods ending on or before the C▇▇▇▇▇▇ Date, and shall timely pay, or cause required to be paid, when due, all Income Taxes due on 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 returns. (b) Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of all Kendro Entities for all Straddle Periods, and shall timely pay, ▇▇ ▇▇▇se to be paid, when due, all Taxes relating to such Income Tax Returns. Such Income Tax Returns Return shall be prepared in a manner consistent with prior past practice of Seller and the respective Kendro Entities concerning the income, properties or operations (▇▇▇▇▇▇ing all elections and accounting methods and conventions) of the Kendro Entities, except as unless otherwise required by lawLaw) and without a change of any election or any accounting method and shall be submitted by Newpark to Buyer (together with schedules, rule or reg▇▇▇▇▇▇n or by changes in the relevant underlying facts. Purchaser shall provide, or cause to be providedstatements and, to Seller a substantially final draft of such Income Tax Return the extent requested by Buyer, supporting documentation) at least thirty forty (3040) 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 extensions) of such 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 Kendro Entities) specific factual or legal basis for any period or portion thereof beginning aft▇▇ ▇▇▇ Closing Datesuch objection. Purchaser If a notice of objection shall be duly delivered, Buyer and Seller Newpark shall attempt negotiate in good faith and use their reasonable best efforts 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 resolve such items. If Buyer and after the Closing, and giving d▇▇ ▇▇▇ard 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 Newpark are unable to jointly agreereach such agreement within ten (10) days after receipt by Newpark of such notice, such requested revisions 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 an Independent Accountantit pursuant to such procedures as it may require. If the Accounting Arbitrator is unable to resolve any disputed items before the due date for such Tax Return, who shall decide on the making of such requested revision using the same perspective and with the same regard. Seller Tax Return shall be responsible for filed as modified by Buyer and then amended to reflect the payment of Income Taxes due with respect to such Income Tax Returns to the extent provided in Section 10.1. (c) Purchaser Accounting Arbitrator’s resolution. The costs, fees and Seller shall provide each other with copies of any Income Tax Returns expenses of the Kendro Entities that it files or causes to Accounting Arbitrator shall be filed pursuant to ▇▇▇▇▇▇n 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 borne equally by Buyer and Newpark. The preparation and filing of such Inc▇▇▇ ▇▇x Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns Return of a Transferred Entity for periods ending after a Straddle Period or a Post-Closing Tax Period shall be exclusively within the Closing Date unless those periods are Straddle Periodscontrol of Buyer.

Filing Responsibility. (a) Seller shall Sellers will timely prepare and file, file or cause each Acquired Company to be timely prepared prepare and filed, file at the expense of the Sellers all Income Tax Returns of or including any of the Kendro Entities for all Tax periods ending Acquired Company that are required to be filed (with extensions) on or before the C▇▇▇▇▇▇ Date, Closing Date and shall timely pay, or cause to be paid, when due, pay all Income Taxes shown as due on any such returns. (b) Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Return. All such Tax Returns of all Kendro Entities for all Straddle Periods, will be made and shall timely pay, ▇▇ ▇▇▇se to be paid, when due, all Taxes relating to such Income Tax Returns. Such Income Tax Returns shall be prepared filed by the Sellers or the Acquired Companies in a manner consistent with the most recent prior practice of Seller the Acquired Companies and with Applicable Law except that the respective Kendro Entities concerning Income Tax Tax Returns for the incomeperiod 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, properties or operations (▇▇▇▇▇▇ing all elections at the expense of Sellers, prepare and accounting methods and conventions) of the Kendro Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n or by changes in the relevant underlying facts. Purchaser shall provide, file or cause to be providedprepared 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), to Seller a substantially final draft 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 parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Tax Return and if the parties are unable to resolve any such dispute at least thirty ten days before the due date (30including extensions) days 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 the Tax Accountant shall be final. If any such dispute is not resolved by the Tax Accountant prior to the due date (including extensions) for filing such returns (taking all extensions into account), for Seller's review and comment. Purchaser shall make such revisions to any such Income Tax Returns as are reasonably requested by Seller to the extent those changes (i) are consistent with the underlying facts and applicable lawsTax Return, 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 aft▇▇ ▇▇▇ 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 d▇▇ ▇▇▇ard 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 such Income Tax Returns Tax Return shall be filed as originally prepared and later amended to reflect the extent provided in Section 10.1. (c) Purchaser and Seller shall provide each other with copies of any Income Tax Returns Accountant’s determination, if necessary. The expenses of the Kendro Entities that it files or causes to Tax Accountant shall be filed pursuant to ▇▇▇▇▇▇n 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 Inc▇▇▇ ▇▇x Returns; provided, for the avoidance of doubt, that Purchaser shall have no obligation to provide Seller copies of any Tax Returns for periods ending after the Closing Date unless those periods are Straddle Periodsborne equally by Buyer and Sellers.