Shareholder's Obligation to Use Reasonable Efforts to Obtain Refund. The Shareholder covenants and agrees that if any Taxing Authority determines that the Company owes additional tax as a result of: (a) any final determination of an adjustment to the Company's tax liability (by reason of an amended return, claim for refund, audit or otherwise) attributable to a shift in items of income or gain from the Company's S Corporation Period to the Company's C Corporation Period or a shift in items of loss, deduction or credit from the Company's C Corporation Period to the Company's S Corporation Period which shift results in a decrease in the income of the Shareholder, or (b) any final determination that the Company was a C corporation at any time during the S Corporation period, the Shareholder will use reasonable efforts to obtain a refund of the taxes paid by the Shareholder attributable to the income of the Company, plus interest thereon, and will pay such refund plus interest thereon to the Company. Reasonable efforts shall include but not be limited to filing an amended tax return, claim for refund, or other necessary documents. If the Company, in its sole discretion, determines that the Shareholder has failed to use reasonable efforts, the Shareholder shall permit the Company to pursue the refund claim and shall cooperate and provide to the Company any items required by the Company to pursue such claim. The Company will provided timely notice to the Shareholder of such Taxing Authority's determination that would form the basis of a refund claim. The Company shall reimburse the Shareholder for reasonable attorneys' and accountants' expenses incurred in obtaining such refund.
