Common use of NOTICES OF AUDITS AND ADJUSTMENTS Clause in Contracts

NOTICES OF AUDITS AND ADJUSTMENTS. (a) If any Shareholder receives notice from a taxing authority of an intention to audit any return of the Shareholder that includes any Subchapter S Item, such Shareholder shall inform the Company, 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 the Company may be required to 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. Upon receipt of such notice from a Shareholder, the Company may, by in turn giving prompt written notice to each of the Shareholders, request that the Shareholders contest such Proposed Adjustment. If the Company shall request that any Proposed Adjustment be contested, then the Shareholders shall, at the Company's expense, contest the Proposed Adjustment (including pursuing all administrative and judicial appeals and processes). 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 Shareholders shall 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 Company, which consent shall not be unreasonably withheld.

NOTICES OF AUDITS AND ADJUSTMENTS. (ai) 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 Subchapter S Itemitem of income, gain, deduction, loss or credit reported by a Corporation with respect to that Corporation's Pre-Exchange Period, such Shareholder shall inform the CompanyOSI, 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 the Company OSI may be required to 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 authorityTaxing Authority. Upon receipt of such notice from a Shareholder, the Company OSI may, by in turn giving prompt written notice to each of the Shareholders, request that the Shareholders contest such Proposed Adjustment. If the Company OSI shall request that any Proposed Adjustment be contested, then the Shareholders shallshall contest the Proposed Adjustment or permit 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). The Company OSI 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 Shareholders Shareholder shall make, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forgo forego or terminate any proceeding undertaken hereunder without the consent of the CompanyOSI, 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.

NOTICES OF AUDITS AND ADJUSTMENTS. (a) If any Shareholder Stockholder receives notice from of an intention by a taxing authority of an intention to audit any return of the Shareholder Stockholder that includes any Subchapter item of income, gain, deduction, loss or credit reported by the Company with respect to the Company's S ItemCorporation Period, such Shareholder Stockholder shall inform the Company, in writing, of the audit promptly after receipt of such notice. notice If any Shareholder Stockholder receives notice from a taxing authority of any proposed adjustment for which the Company may be required to 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. Upon receipt of such notice from a ShareholderStockholder, 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 the Company shall request that any Proposed Adjustment be contested, then the Shareholders Stockholders shall, at the Company's 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). The Company shall pay to the Shareholders Stockholders on demand, demand all costs and expenses (including attorneys' and accountants' fees) that the Shareholders Stockholders may incur in contesting such Proposed Adjustments. No Shareholders Stockholder shall make, accept or enter into a settlement or other compromise with respect to any taxes indemnified hereunder, or forgo 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. (a) If any the Shareholder receives notice from a taxing authority of an intention by a Taxing Authority to audit any return of the Shareholder that includes any Subchapter item of income, gain, deduction, loss or credit reported by the Company with respect to the Company's S ItemCorporation Period, such the Shareholder shall inform the Company, in writing, of the audit promptly after receipt of such notice. If any the Shareholder receives notice from a taxing authority Taxing Authority of any proposed adjustment for which the Company may be required to indemnify 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 authorityTaxing 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, 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 the Company shall request requests that any Proposed Adjustment be contested, then the Shareholders 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 Shareholders Shareholder on demand, 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 Shareholders The Shareholder shall not make, accept or enter into a settlement or other compromise with respect to any taxes indemnified required to be paid or reimbursed by the Company hereunder, or forgo forego or terminate any proceeding undertaken hereunder without the consent of the Company, which consent shall not be unreasonably withheld.