Common use of NOTICES OF AUDITS AND ADJUSTMENTS Clause in Contracts

NOTICES OF AUDITS AND ADJUSTMENTS. (a) If 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 the Company with respect to the Company's S Corporation Period, the Shareholder shall inform the Company, in writing, of the audit promptly after receipt of such notice. If the Shareholder receives notice from a Taxing Authority of any proposed adjustment for which the Company may be required to make a payment or reimburse the Shareholder hereunder (a "Proposed Adjustment"), the Shareholder shall give notice to 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 the Shareholder, the Company may, by in turn giving prompt written notice to the Shareholder, request that the Shareholder contest such Proposed Adjustment. If the Company requests that any Proposed Adjustment be contested, then the Shareholder shall, at the Company's request and expense, contest the Proposed Adjustment or permit the Company and its representatives, at the Company's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) or participate in such proceedings. The Company shall pay to the Shareholder on demand all costs and expenses (including reasonable attorneys' and accountants' fees) that the Shareholder incurs in contesting such Proposed Adjustments at the Company's request. The Shareholder shall not make, accept or enter into a settlement or other compromise with respect to any taxes required to be paid or reimbursed by the Company hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of the Company, which consent shall not be unreasonably withheld.

NOTICES OF AUDITS AND ADJUSTMENTS. (ai) If the 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 the Company a Corporation with respect to the Companythat Corporation's S Corporation Pre-Exchange Period, the such Shareholder shall inform the CompanyOSI, in writing, of the audit promptly after receipt of such notice. If the any Shareholder receives notice from a Taxing Authority of any proposed adjustment for which the Company OSI may be required to make a payment or reimburse indemnify the Shareholder hereunder (a "Proposed Adjustment"), the Shareholder shall give notice to the Company OSI 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 the a Shareholder, the Company OSI may, by in turn giving prompt written notice to each of the ShareholderShareholders, request that the Shareholder Shareholders contest such Proposed Adjustment. If the Company requests OSI shall request that any Proposed Adjustment be contested, then the Shareholder shall, at the Company's request and expense, Shareholders shall contest the Proposed Adjustment or permit the Company OSI and its representatives, at the CompanyOSI's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) or participate in such proceedings). The Company OSI shall pay to the Shareholder on demand all costs and expenses (including reasonable attorneys' and accountants' fees) that the Shareholder incurs Shareholders may incur in contesting such Proposed Adjustments at the Company's requestAdjustments. The No 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 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 paid contested, then OSI shall contest the OSI Proposed Adjustment or reimbursed by permit the Company 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 CompanyShareholders, 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. (a) If the 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 incomeSubchapter S Item, gain, deduction, loss or credit reported by the Company with respect to the Company's S Corporation Period, the such Shareholder shall inform the Company, in writing, of the audit promptly after receipt of such notice. If the any Shareholder receives notice from a Taxing Authority taxing authority of any proposed adjustment for which the Company may be required to make a payment or reimburse indemnify the Shareholder hereunder (a "Proposed Adjustment"), the Shareholder shall give notice to 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 contestedtaxing authority. Upon receipt of such notice from the a Shareholder, the Company may, by in turn giving prompt written notice to each of the ShareholderShareholders, request that the Shareholder Shareholders contest such Proposed Adjustment. If the Company requests shall request that any Proposed Adjustment be contested, then the Shareholder Shareholders shall, at the Company's request and expense, contest the Proposed Adjustment or permit the Company and its representatives, at the Company's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) or participate in such proceedings). The Company shall pay to the Shareholder Shareholders on demand demand, all costs and expenses (including reasonable attorneys' and accountants' fees) that the Shareholder incurs Shareholders may incur in contesting such Proposed Adjustments at the Company's requestAdjustments. The Shareholder No Shareholders shall not make, accept or enter into a settlement or other compromise with respect to any taxes required to be paid or reimbursed by the Company indemnified hereunder, or forego forgo or terminate any proceeding undertaken hereunder without the consent of the Company, which consent shall not be unreasonably withheld. (b) If the Company or any Subsidiary receives notice from a taxing authority of an intention to audit any return of the Company or any Subsidiary that includes Subchapter S Items, the Company shall inform the Shareholders, in writing, of the audit promptly after receipt of such notice. If the Company receives notice from a taxing authority of any proposed adjustment for which any of the Shareholders may be required to indemnify the Company hereunder (a "Company Proposed Adjustment"), the Company shall give notice to each of the Shareholders of the Company Proposed Adjustment promptly after receipt of such notice from a taxing authority. The Company shall not make, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forgo or terminate any proceeding undertaken hereunder without the consent of the Shareholders, which consent shall not be unreasonably withheld.

NOTICES OF AUDITS AND ADJUSTMENTS. (a) If the Shareholder any 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 the Company with respect to the Company's S Corporation Period, the Shareholder such Stockholder shall inform the Company, in writing, of the audit promptly after receipt of such notice. notice If the Shareholder any Stockholder receives notice from a Taxing Authority taxing authority of any proposed adjustment for which the Company may be required to make a payment or reimburse indemnify the Shareholder Stockholder hereunder (a "Proposed Adjustment"), the Shareholder Stockholder shall give notice to 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 contestedtaxing authority. Upon receipt of such notice from the Shareholdera Stockholder, the Company may, by in turn giving prompt written notice to each of the ShareholderStockholders, request that the Shareholder Stockholders contest such Proposed Adjustment. If the Company requests shall request that any Proposed Adjustment be contested, then the Shareholder Stockholders shall, at the Company's request and expense, contest the Proposed Adjustment or permit the Company and its representatives, at the Company's request and expense, to contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) or participate in such proceedings). The Company shall pay to the Shareholder Stockholders on demand all costs and expenses (including reasonable attorneys' and accountants' fees) that the Shareholder incurs Stockholders may incur in contesting such Proposed Adjustments at the Company's requestAdjustments. The Shareholder No Stockholder shall not make, accept or enter into a settlement or other compromise with respect to any taxes required to be paid or reimbursed by the Company indemnified hereunder, or forego or terminate any proceeding undertaken hereunder without the consent of the Company, which consent shall not be unreasonably withheld. (b) If the Company receives notice of an intention by a taxing authority to audit any return of the Company that includes any item of income, gain, deductions, loss or credit reported by the Company with respect to the period during which the Company was a S corporation, the Company shall inform the Stockholders, in writing, of the audit promptly after receipt of such notice. If the Company receives notice from a taxing authority of any proposed adjustment for which any of the Stockholders may be required to indemnify the Company hereunder (a "Company Proposed Adjustment"), the Company shall give notice to each of the Stockholders of the Company Proposed Adjustment promptly after receipt of such notice from a taxing authority. Upon receipt of such notice from the Company, any of the Stockholders may, by in turn giving prompt written notice to the Company, request that the Company contest such Company Proposed Adjustment. If any of the Stockholders shall request that any Company Proposed Adjustment be contested, then the Company shall contest the Company Proposed Adjustment (including pursuing all administrative and judicial appeals and processes) at the Company's expense and shall permit the Stockholder to participate in such proceeding. The Company 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 Stockholders, which consent shall not be unreasonably withheld.