Common use of NOTICES OF AUDITS AND ADJUSTMENTS Clause in Contracts

NOTICES OF AUDITS AND ADJUSTMENTS. (i) If any Shareholder receives notice of an intention by a Taxing Authority to audit any return of the Shareholder that includes any item of income, gain, deduction, loss or credit reported by a Corporation with respect to that Corporation's Pre-Exchange Period, such Shareholder shall inform OSI, in writing, of the audit promptly after receipt of such notice. If any Shareholder receives notice from a Taxing Authority of any proposed adjustment for which OSI may be required to indemnify the Shareholder hereunder (a "Proposed Adjustment"), the Shareholder shall give notice to OSI of the Proposed Adjustment promptly after receipt of such notice from a Taxing Authority. Upon receipt of such notice from a Shareholder, OSI may, by in turn giving prompt written notice to each of the Shareholders, request that the Shareholders contest such Proposed Adjustment. If OSI shall request that any Proposed Adjustment be contested, then the Shareholders shall contest the Proposed Adjustment or permit OSI and its representatives, at OSI's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes). OSI shall pay all costs and expenses (including attorneys' and accountants' fees) that the Shareholders may incur in contesting such Proposed Adjustments. No Shareholder shall make, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of OSI, which consent shall not be unreasonably withheld. If such consent is withheld by OSI and the ultimate settlement, compromise or resolution results in an increase in the Shareholder Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which OSI's consent was requested, the Shareholders shall have no liability with respect to such increase. (ii) If OSI receives notice of an intention by a Taxing Authority to audit any return of OSI that includes any item of income, gain, deduction, loss or credit reported by OSI where an adjustment in such return could result in one party or the other being called upon to provide indemnification hereunder, OSI shall inform the Shareholders, in writing, of the audit promptly after receipt of such notice. If OSI receives notice from a Taxing Authority of any proposed adjustment for which any of the Shareholders may be required to indemnify OSI hereunder (an "OSI Proposed Adjustment"), OSI shall give notice to each of the Shareholders of the OSI Proposed Adjustment promptly after receipt of such notice from a Taxing Authority. Upon receipt of such notice from OSI, any of the Shareholders may, by in turn giving prompt written notice to OSI, request that OSI contest such OSI Proposed Adjustment. If any of the Shareholders shall request that any OSI Proposed Adjustment be contested, then OSI shall contest the OSI Proposed Adjustment or permit the Shareholders and their representatives, at the Shareholders' request and expense, to contest the OSI Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) at the Shareholders' expense and shall permit the Shareholder to participate in such proceeding. OSI shall not make, accept, or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of the Shareholders, which consent shall not be unreasonably withheld. If such consent is withheld by the Shareholders and the ultimate settlement, compromise or resolution results in an increase in the OSI Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which the Shareholders' consent was requested, OSI shall have no liability with respect to such increase.

NOTICES OF AUDITS AND ADJUSTMENTS. (ia) If any Shareholder receives notice from a taxing authority of an intention by a Taxing Authority to audit any return of the Shareholder that includes any item of income, gain, deduction, loss or credit reported by a Corporation with respect to that Corporation's Pre-Exchange PeriodSubchapter S Item, such Shareholder shall inform OSIthe Company, in writing, of the audit promptly after receipt of such notice. If any Shareholder receives notice from a Taxing Authority taxing authority of any proposed adjustment for which OSI the Company may be required to indemnify the Shareholder hereunder (a "Proposed Adjustment"), the Shareholder shall give notice to OSI the Company of the Proposed Adjustment promptly after receipt of such notice from a Taxing Authoritytaxing authority. Upon receipt of such notice from a Shareholder, OSI the Company may, by in turn giving prompt written notice to each of the Shareholders, request that the Shareholders contest such Proposed Adjustment. If OSI the Company shall request that any Proposed Adjustment be contested, then the Shareholders shall contest the Proposed Adjustment or permit OSI and its representativesshall, at OSIthe Company's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes). OSI The Company shall pay to the Shareholders on demand, all costs and expenses (including attorneys' and accountants' fees) that the Shareholders may incur in contesting such Proposed Adjustments. No Shareholder Shareholders shall make, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forego forgo or terminate any proceeding undertaken hereunder without the consent of OSIthe Company, which consent shall not be unreasonably withheld. If such consent is withheld by OSI and the ultimate settlement, compromise or resolution results in an increase in the Shareholder Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which OSI's consent was requested, the Shareholders shall have no liability with respect to such increase. (iib) If OSI the Company or any Subsidiary receives notice from a taxing authority of an intention by a Taxing Authority to audit any return of OSI the Company or any Subsidiary that includes any item of incomeSubchapter S Items, gain, deduction, loss or credit reported by OSI where an adjustment in such return could result in one party or the other being called upon to provide indemnification hereunder, OSI Company shall inform the Shareholders, in writing, of the audit promptly after receipt of such notice. If OSI the Company receives notice from a Taxing Authority taxing authority of any proposed adjustment for which any of the Shareholders may be required to indemnify OSI the Company hereunder (an a "OSI Company Proposed Adjustment"), OSI the Company shall give notice to each of the Shareholders of the OSI Company Proposed Adjustment promptly after receipt of such notice from a Taxing Authoritytaxing authority. Upon receipt of such notice from OSI, any of the Shareholders may, by in turn giving prompt written notice to OSI, request that OSI contest such OSI Proposed Adjustment. If any of the Shareholders shall request that any OSI Proposed Adjustment be contested, then OSI shall contest the OSI Proposed Adjustment or permit the Shareholders and their representatives, at the Shareholders' request and expense, to contest the OSI Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) at the Shareholders' expense and shall permit the Shareholder to participate in such proceeding. OSI The Company shall not make, accept, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forego forgo or terminate any proceeding undertaken hereunder without the consent of the Shareholders, which consent shall not be unreasonably withheld. If such consent is withheld by the Shareholders and the ultimate settlement, compromise or resolution results in an increase in the OSI Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which the Shareholders' consent was requested, OSI shall have no liability with respect to such increase.

NOTICES OF AUDITS AND ADJUSTMENTS. (ia) If any the Shareholder receives notice of an intention by a Taxing Authority to audit any return of the Shareholder that includes any item of income, gain, deduction, loss or credit reported by a Corporation the Company with respect to that Corporationthe Company's Pre-Exchange S Corporation Period, such the Shareholder shall inform OSIthe Company, in writing, of the audit promptly after receipt of such notice. If any the Shareholder receives notice from a Taxing Authority of any proposed adjustment for which OSI the Company may be required to indemnify make a payment or reimburse the Shareholder hereunder (a "Proposed Adjustment"), the Shareholder shall give notice to OSI the Company of the Proposed Adjustment promptly after receipt of such notice from a Taxing Authority. A failure on the part of the Shareholder to provide such notice to the Company on a timely basis shall not relieve the Company of its obligations of payment or reimbursement under Section 2.2 unless such failure materially prejudices the ability of the Company to cause the Proposed Adjustment to be contested. Upon receipt of such notice from a the Shareholder, OSI the Company may, by in turn giving prompt written notice to each of the ShareholdersShareholder, request that the Shareholders Shareholder contest such Proposed Adjustment. If OSI shall request the Company requests that any Proposed Adjustment be contested, then the Shareholders shall Shareholder shall, at the Company's request and expense, contest the Proposed Adjustment or permit OSI the Company and its representatives, at OSIthe Company's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes)) or participate in such proceedings. OSI The Company shall pay to the Shareholder on demand all costs and expenses (including reasonable attorneys' and accountants' fees) that the Shareholders may incur Shareholder incurs in contesting such Proposed AdjustmentsAdjustments at the Company's request. No The Shareholder shall not make, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of OSI, which consent shall not be unreasonably withheld. If such consent is withheld by OSI and the ultimate settlement, compromise or resolution results in an increase in the Shareholder Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which OSI's consent was requested, the Shareholders shall have no liability with respect to such increase. (ii) If OSI receives notice of an intention by a Taxing Authority to audit any return of OSI that includes any item of income, gain, deduction, loss or credit reported by OSI where an adjustment in such return could result in one party or the other being called upon to provide indemnification hereunder, OSI shall inform the Shareholders, in writing, of the audit promptly after receipt of such notice. If OSI receives notice from a Taxing Authority of any proposed adjustment for which any of the Shareholders may be required to indemnify OSI hereunder (an "OSI Proposed Adjustment"), OSI shall give notice to each of be paid or reimbursed by the Shareholders of the OSI Proposed Adjustment promptly after receipt of such notice from a Taxing Authority. Upon receipt of such notice from OSI, any of the Shareholders may, by in turn giving prompt written notice to OSI, request that OSI contest such OSI Proposed Adjustment. If any of the Shareholders shall request that any OSI Proposed Adjustment be contested, then OSI shall contest the OSI Proposed Adjustment or permit the Shareholders and their representatives, at the Shareholders' request and expense, to contest the OSI Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) at the Shareholders' expense and shall permit the Shareholder to participate in such proceeding. OSI shall not make, accept, or enter into a settlement or other compromise with respect to any taxes indemnified Company hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of the ShareholdersCompany, which consent shall not be unreasonably withheld. If such consent is withheld by the Shareholders and the ultimate settlement, compromise or resolution results in an increase in the OSI Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which the Shareholders' consent was requested, OSI shall have no liability with respect to such increase.

NOTICES OF AUDITS AND ADJUSTMENTS. (ia) If any Shareholder Stockholder receives notice of an intention by a Taxing Authority taxing authority to audit any return of the Shareholder Stockholder that includes any item of income, gain, deduction, loss or credit reported by a Corporation the Company with respect to that Corporationthe Company's Pre-Exchange S Corporation Period, such Shareholder Stockholder shall inform OSIthe Company, in writing, of the audit promptly after receipt of such notice. notice If any Shareholder Stockholder receives notice from a Taxing Authority taxing authority of any proposed adjustment for which OSI the Company may be required to indemnify the Shareholder Stockholder hereunder (a "Proposed Adjustment"), the Shareholder Stockholder shall give notice to OSI the Company of the Proposed Adjustment promptly after receipt of such notice from a Taxing Authoritytaxing authority. Upon receipt of such notice from a ShareholderStockholder, OSI the Company may, by in turn giving prompt written notice to each of the ShareholdersStockholders, request that the Shareholders Stockholders contest such Proposed Adjustment. If OSI the Company shall request that any Proposed Adjustment be contested, then the Shareholders shall Stockholders shall, at the Company's expense, contest the Proposed Adjustment or permit OSI the Company and its representatives, at OSIthe Company's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes). OSI The Company shall pay to the Stockholders on demand all costs and expenses (including attorneys' and accountants' fees) that the Shareholders Stockholders may incur in contesting such Proposed Adjustments. No Shareholder Stockholder shall make, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of OSIthe Company, which consent shall not be unreasonably withheld. If such consent is withheld by OSI and the ultimate settlement, compromise or resolution results in an increase in the Shareholder Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which OSI's consent was requested, the Shareholders shall have no liability with respect to such increase. (iib) If OSI the Company receives notice of an intention by a Taxing Authority taxing authority to audit any return of OSI the Company that includes any item of income, gain, deductiondeductions, loss or credit reported by OSI where an adjustment in such return could result in one party or the other being called upon Company with respect to provide indemnification hereunderthe period during which the Company was a S corporation, OSI the Company shall inform the ShareholdersStockholders, in writing, of the audit promptly after receipt of such notice. If OSI the Company receives notice from a Taxing Authority taxing authority of any proposed adjustment for which any of the Shareholders Stockholders may be required to indemnify OSI the Company hereunder (an a "OSI Company Proposed Adjustment"), OSI the Company shall give notice to each of the Shareholders Stockholders of the OSI Company Proposed Adjustment promptly after receipt of such notice from a Taxing Authoritytaxing authority. Upon receipt of such notice from OSIthe Company, any of the Shareholders Stockholders may, by in turn giving prompt written notice to OSIthe Company, request that OSI the Company contest such OSI Company Proposed Adjustment. If any of the Shareholders Stockholders shall request that any OSI Company Proposed Adjustment be contested, then OSI the Company shall contest the OSI Proposed Adjustment or permit the Shareholders and their representatives, at the Shareholders' request and expense, to contest the OSI Company Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) at the Shareholders' Company's expense and shall permit the Shareholder Stockholder to participate in such proceeding. OSI The Company shall not make, accept, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of the ShareholdersStockholders, which consent shall not be unreasonably withheld. If such consent is withheld by the Shareholders and the ultimate settlement, compromise or resolution results in an increase in the OSI Indemnification Amount from that which have resulted from the settlement, compromise or resolution for which the Shareholders' consent was requested, OSI shall have no liability with respect to such increase.