Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. (a) No Shareholder shall take or fail to take any action or permit the Company to take or fail to take any action which could result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall duly file or cause to be filed on a timely basis all Tax Returns of, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be true, correct and complete, shall be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or business, and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company on or before the Closing Date. (b) The Shareholders shall be responsible for and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, from and against any (i) Taxes of the Company with respect to a Pre-Closing Period for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-Closing Period and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes of this Agreement, "Pre-Closing Period" shall mean any tax period ending on or before the Closing Date.

Tax Returns; Taxes. (a1) No The Seller and the Shareholder shall take or fail to take any action or permit the Company to take or fail to take any action which could result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall duly and timely file or cause to be filed on a timely basis with the applicable Taxing Authorities all Tax Returns ofthat are required to be filed by or on behalf of the Seller or that include or relate to the Acquired Assets or the Business, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be true, correct complete and complete, shall be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or businesscorrect, and shall not makeduly and timely pay in full or cause to be paid in full all Taxes that are due and payable on or before the Closing Date and could result in a Lien on any Acquired Asset or the Business, amend or terminate any election by and has recorded a provision on the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure books and records of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy Seller in accordance with GAAP for the payment of each all such Tax Return for its review with sufficient time for comments Taxes that are not due and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company payable on or before the Closing Date. The Seller shall provide to the Buyer true, complete and correct copies of such Tax Returns and all correspondence, reports and documents relating to any Tax Proceeding with respect thereto. The Seller shall duly and timely comply with all applicable laws relating to the allocation or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (b2) The Shareholders shall be responsible for Seller and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders Shareholder shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, on an after-Tax basis, from and against any (i) Taxes of the Company with respect to a Pre-the Business or any of the Acquired Assets for any period on or before the Closing Period Date for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-period on or before the Closing Period Date and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their its Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes . (3) The Buyer shall promptly forward to the Shareholder a copy of this Agreement, "Pre-Closing Period" shall mean all written communications from any tax Governmental Authority received by the Taxpayer relating to any period ending on or before the Closing Date. The Shareholder shall promptly forward to the Buyer a copy of all written communications from any Governmental Authority received by the Seller or the Shareholder relating to any period on or before the Closing Date for which the Taxpayer is or may be liable. (4) The Buyer shall not settle or make any payment of any amount claimed to be due with respect to a proposed adjustment described above for at least 15 days after giving notice thereof to the Shareholder under section 7.3(c) hereof. If, within such 15-day period, the Buyer receives from the Shareholder in writing a request that the proposed adjustments be contested, which includes a reasonable basis in fact or in law for such contest, and acknowledges its liability under this indemnity, the Taxpayer shall contest such proposed adjustments in good faith and agrees to consult with the Shareholder regarding the contest and to keep the Shareholder informed as to its progress, all at the Shareholder's expense. The Shareholder shall cooperate with the Taxpayer in connection with any Proceeding. The Shareholder may participate in the Proceeding at its own expense; provided, however, that the Taxpayer shall -------- ------- retain full control over the Proceeding. The decision of a court of competent jurisdiction as to the outcome of such contest which has become final shall be conclusive and binding on the parties. The Taxpayer shall not be required to appeal. (5) Any Taxes for a period which includes but does not end on the Closing Date shall be allocated between the period before the Closing Date and the balance of the period in accordance with this section 7.3(e). To the extent permitted under applicable Law, the parties shall elect to treat the Tax period as ending at the close of business on the Closing Date. Where applicable Law does not permit such an election to be made, the taxable income or other Tax base for the entire period shall be allocated between the period on or before the Closing Date and the balance of the period on the basis of an interim closing of the books at the close of the Closing Date, except that exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period. Notwithstanding the foregoing, any real estate or personal property Taxes shall be allocated on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the applicable period. (6) The Seller hereby agrees to comply with the notice and other requirements of the General Laws of the Commonwealth of Massachusetts of 1932, Chapter 62C, section 51.

Tax Returns; Taxes. (a1) No Shareholder shall take or fail to take any action or permit The Seller and the Company to take or fail to take any action which could result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall duly and timely file or cause to be filed on a timely basis with the applicable Taxing Authorities all Tax Returns ofthat are required to be filed by or on behalf of the Seller or that include or relate to the Acquired Assets or the Business, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be true, correct complete and complete, shall be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or businesscorrect, and shall not makeduly and timely pay in full or cause to be paid in full all Taxes that are due and payable on or before the Closing Date and could result in a Lien on any Acquired Asset or the Business, amend or terminate any election by and has recorded a provision on the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure books and records of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy Seller in accordance with GAAP for the payment of each all such Tax Return for its review with sufficient time for comments Taxes that are not due and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company payable on or before the Closing Date. The Seller shall provide to the Buyer true, complete and correct copies of such Tax Returns and all correspondence, reports and documents relating to any Tax Proceeding with respect thereto. The Seller shall duly and timely comply with all applicable laws relating to the allocation or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (b2) The Shareholders shall be responsible for Seller and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, on an after-Tax basis, from and against any (i) Taxes of the Company with respect to a Pre-any period on or before the Closing Period Date for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-period on or before the Closing Period Date and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their its Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes . (3) The Buyer shall promptly forward to the Shareholders a copy of this Agreement, "Pre-Closing Period" shall mean all written communications from any tax Governmental Authority received by the Taxpayer relating to any period ending on or before the Closing Date. The Shareholders shall promptly forward to the Buyer a copy of all written communications from any Governmental Authority received by the Seller or any Shareholder relating to any period on or before the Closing Date for which the Taxpayer is or may be liable. (4) The Buyer shall not settle or make any payment of any amount claimed to be due with respect to a proposed adjustment described above for at least 15 days after giving notice thereof to the Shareholders under Section 7.3(c) hereof. If, within such 15-day period, the Buyer receives from all of the Shareholders in writing a request that the proposed adjustments be contested, which includes a reasonable basis in fact or in law for such contest, and acknowledges their liability under this indemnity, the parties shall contest such proposed adjustments in good faith and agree to consult with each other regarding the contest and to keep each other informed as to its progress, all at the Shareholders' expense. The decision of a court of competent jurisdiction as to the outcome of such contest which has become final shall be conclusive and binding on the parties. (5) Any Taxes for a period which includes but does not end on the Closing Date shall be allocated between the period before the Closing Date and the balance of the period in accordance with this Section 7.3(e). To the extent permitted under applicable Law, the parties shall elect to treat the Tax period as ending at the close of business on the Closing Date. Where applicable Law does not permit such an election to be made, the taxable income or other Tax base for the entire period shall be allocated between the period on or before the Closing Date and the balance of the period on the basis of an interim closing of the books at the close of the Closing Date, except that exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 3.13: (a) No Shareholder shall take All Tax Returns of or fail to take any action or permit including the Company and SSI required to take or fail to take any action which could result in have been filed with the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall appropriate Taxing Authority have been duly file or cause to be filed on a timely basis all Tax Returns of, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be and are true, correct and completecomplete in all material respects to the extent such Tax Returns relate to the Company and SSI. (b) All Taxes due and payable by the Company and SSI have been timely paid in full. The Company and SSI have timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid (or deemed to have been paid) to any employee, shall be filed on independent contractor, creditor, stockholder or other third party. There are no Liens for Taxes against any asset of the Company or SSI, other than Permitted Liens. (c) All deficiencies asserted as a basis consistent with prior result of any audit or examination of any Tax Returns of or relating to the CompanyCompany and SSI by any Taxing Authority have been paid in full, its incomeor accrued on the books of the Company in accordance with GAAP. (d) No Tax claims have been asserted in writing and no proposals or deficiencies for any Taxes of or relating to the Company and SSI are being asserted, assets or businessproposed or, to the Knowledge of Seller, threatened, and shall not make, amend no audit or terminate examination of any election by Tax Return of or relating to the Company and SSI are currently underway, pending or, to the Knowledge of Seller, threatened. (e) There are no outstanding waivers of statutes of limitations or agreements by or on behalf of the Company or SSI for the extension of time for the assessment of any Taxes of or relating to the Company or SSI or any deficiency thereof. (f) The Company and SSI have no liability for any Person (other than Sellers) under Section 1.1502-6 of the Treasury Regulations nor is the Company or SSI a party to or bound by any Tax sharing, Tax indemnification or similar arrangement for the Taxes of another Person for any taxable period after the Closing (excluding commercial agreements the primary subject of which is not Taxes). (g) Neither the Company nor SSI have agreed to make or was required to make any adjustment pursuant to Section 481(a) of the Code (or to which any similar provision of state or local law) for any period on or after the Company is subject) Closing Date by reason of a change in accounting method initiated by it and no Taxing Authority has proposed any such adjustment or change any Tax in accounting method, practice or procedure of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments and corrections prior to filing. The Shareholders shall cause neither the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company on or before the Closing Datenor SSI has an application pending with Taxing Authority requesting permission for any change in its accounting methods. (bh) The Shareholders shall be responsible for and shall timely pay all TaxesNo written claim has, includingduring the last five (5) years, without limitationbeen made, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Periodand, to the extent Knowledge of Sellers, no written claim has ever been made by any Taxing Authority in a jurisdiction where the Company or SSI does not file or is not included in Tax Returns that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective AffiliatesCompany or SSI, as the case may be (collectivelybe, the "Taxpayer"), and hold the Taxpayer harmless, from and against is subject to any taxation by that jurisdiction. (i) Taxes Neither the Company nor SSI are subject to any private ruling, closing agreement or any other agreement with any Taxing Authority. (j) Neither the Company nor SSI is or has been, during the last five (5) years and, to the Knowledge of Seller, neither the Company nor SSI has ever been a party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations. (k) The Company with respect is and has been, since January 1, 2015, classified for U.S. federal, state and local income tax purposes as a disregarded entity, not as a partnership or a corporation or an association taxable as a corporation. (l) SSI is and has been, since at least September 30, 2011, a C-corporation for U.S. federal, state and local tax purposes. (m) Except as set forth on Schedule 3.13(m), during the last five (5) years, and, to the Knowledge of Seller, neither the Company nor SSI has ever (i) had a Pre-Closing Period for permanent establishment in any country other than the country under the Law of which it is organized, as defined in any applicable treaty or convention between such country and the Taxpayer is jurisdiction of the entity’s incorporation or may be liable, formation or (ii) the effect, if any, on the Taxpayer engaged in activities in any period that ends after country, other than the Closing Date country under the Law of an adjustment with respect to a Pre-Closing Period and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates in connection therewith which it is organized or in enforcing its rights a country in which it is authorized to operate, that would subject it to taxation by such country (n) Asset Seller has filed or collecting any amounts caused to be prepared and filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and all such Tax Returns continue to be true and correct in all material respects. (o) Asset Seller has paid all Taxes due hereunder. This indemnity shall apply notwithstanding any investigation and payable by it within the prescribed timeframes. (p) No claim has ever been made by any Taxing Authority in any jurisdiction outside of Canada that Asset Seller is required to file a Tax Return in such jurisdiction. (q) Asset Seller has withheld from each payment made to any Person, including its present or former employees and all Persons who are or are deemed to be non-residents of Canada for purposes of the Buyer Group Tax Act, all amounts required by applicable Law to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Entity. Asset Seller has remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable by it in connection with respect of its employees to the transactions contemplated proper Governmental Entity within the time required under applicable Law. (r) Asset Seller has collected all amounts required to be collected by this Agreement it on account of Transfer Taxes or other Taxes required by applicable Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Law to be remitted by it. (s) There are no liens for Taxes upon, pending against or, its receiptto the Knowledge of Seller, examination, filing threatened against any of or commenting on any Tax Return, and shall be separate and independent the Transferred Assets. (t) Asset Seller is not a non-resident of any other indemnity between Canada for the parties hereto. For purposes of this Agreement, "Pre-Closing Period" shall mean section 116 of the Tax Act. (u) Asset Seller is duly registered under the Excise Tax Act (Canada) for the purposes of GST. (v) Asset Buyer will not be liable for any tax period ending on or before the Closing DateSuccessor Taxes of Asset Seller.

Tax Returns; Taxes. (a) No Shareholder To the extent permitted under applicable Law, the parties shall take cause or fail elect to take treat any action or permit Tax period including the Company to take or fail to take any action which could result in Effective Date as ending at the termination close of any "S" corporation election (or similar election) of business on the CompanyClosing Date. The Sellers and the Shareholders (i) shall (A) duly and timely file or cause to be filed on a timely basis with the applicable Taxing Authorities all Tax Returns ofwith respect to any Tax period ending on or before the Closing Date and that include or relate to any Acquired Asset or the Business, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such such Tax Returns shall be true, correct and complete, shall and (B) duly and timely pay in full or cause to be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or business, and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report paid in full all Taxes required to be withheld or collected by the Company that are due and payable on or before the Closing Date. (b) The Shareholders shall be responsible for ; and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, from and against any (i) Taxes of the Company with respect to a Pre-Closing Period for which the Taxpayer is or may be liable, (ii) the effect, if any, have recorded a provision on the Taxpayer in any period books and records of the Sellers for the payment of all such Taxes that ends after the Closing Date of an adjustment with respect to a Pre-Closing Period are not due and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes of this Agreement, "Pre-Closing Period" shall mean any tax period ending payable on or before the Closing Date. The Sellers shall, and the Shareholders shall cause the Sellers to, provide to the Buyer true, complete and correct copies of such Tax Returns and all correspondence, reports and documents relating to any Tax Proceeding with respect thereto. The Sellers shall, and the Shareholders shall cause the Sellers to, duly and timely comply with all applicable Laws relating to the collection or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (i) The Buyer shall file all Tax Returns for any Tax period that includes but does not end on the Closing Date. The Buyer shall allocate any Taxes for a period which includes but does not end on the Closing Date between the period before the Closing Date and the balance of the period on the basis of an interim closing of the books at the close of the Closing Date, except that exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period. Notwithstanding the foregoing, any real estate or personal property Taxes shall be allocated on the basis of the relative number of days in the period on or before the Effective Date and in the balance of the applicable period. (ii) Within five (5) days of receiving notification of the amount of Tax allocated to the period ending prior to the Effective Date, the Sellers and the Shareholders shall pay, on a net after-tax basis, the amount of such Tax allocated to the portion of the period ending on or prior to the Effective Date.

Tax Returns; Taxes. (a) No Shareholder Purchaser and Seller shall take cooperate in preparing and filing tax returns relating to all sales, excise, real estate, use, transfer or fail license tax due with regard to take any action or permit the Company to take or fail to take any action which could result in the termination of any "S" corporation election transactions contemplated by this Agreement. Purchaser and Seller shall each be responsible for and pay for one-half (or similar election1/2) of all of such sales, excise, use, transfer or license taxes resulting from the Company. The Shareholders shall duly file purchase, sale or cause to be filed on a timely basis all Tax Returns of, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be true, correct and complete, shall be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or business, and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure transfer of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments Assets and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company on or before the Closing Datetransactions contemplated hereby. (b) The Shareholders shall be responsible for All of the other fees and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for charges which the Company is are payable by Seller or may be liable with respect to any Pre-Closing Period. In addition, subject attributable to the provisions conduct of sections 5.1(a) the Business or the ownership, possession or use of the Assets, including rents, general and 9 hereofspecial assessments, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Periodstreet surfacing and other municipal charges, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Companyfuel, the Buyer Group water, sewer, electrical and their respective Affiliatesother utility charges and documentation, as the case may be license and registration fees (collectively, the "TaxpayerOTHER CHARGES"), and hold the Taxpayer harmless, from and against any ) shall be prorated (ias described below) Taxes as of the Company Closing Date. After the Closing, Purchaser shall make or cause to be made all necessary filings with respect to Taxes and the Other Charges. (c) All Taxes related to the Transferred Facilities or to the Business accrued or accruable with respect to events occurring prior to the close of business on the Closing Date shall be borne by Seller. For this purpose, the Closing Date shall be treated as the last day of a Pre-Closing Period for which taxable period, whether or not the Taxpayer is or may be liabletaxable period in fact ends on such period. All Taxes related to the Real Property, (ii) the real property subject to the Lease Agreements so long as such Lease Agreements are in effect, if any, or to the Business accrued or accruable with respect to events occurring after the close of business on the Taxpayer Closing Date will be borne by Purchaser. (d) Real and personal property taxes with respect to any Assets sold pursuant to this Agreement shall be prorated based on the ratio of number of days in the pre-closing period to the number of days in the actual taxable period with respect to which tax is assessed, irrespective of when such taxes are due, become a lien or are assessed; provided, however, nothing in this Section 6.8(d) shall cause a duplication in the payment of real or personal property taxes. (e) Purchaser shall at its own cost and expense fully and accurately complete and submit any period that ends tax data packages with respect to taxable years ending on or prior to the Closing Date or for the 1995 taxable year reasonably required by Seller by the earlier of March 15, 1996 or 180 days after the Closing Date Date; provided, however, that if compliance with this Section requires more than eighty (80) hours of an adjustment with respect to a Pre-Closing Period service from Purchaser's personnel, Seller shall reimburse Purchaser for the prorated wages, salaries and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates fringe benefits of such personnel for each hour of service in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing excess of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes of this Agreement, "Pre-Closing Period" shall mean any tax period ending on or before the Closing Datesuch amount.

Tax Returns; Taxes. (a) No Shareholder shall take Parent has duly filed or fail to take any action or permit the Company to take or fail to take any action which could result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall duly file or cause caused to be filed on a timely basis (giving effect to properly obtained extensions of time) with the appropriate authorities all Tax Returns of, relating (as defined below) required to or which include the Company, its income, assets or business, for be filed by it and all Pre-Closing Periods. Such such Tax Returns shall be are true, correct and complete, shall be filed complete in all material respects; has paid in full on a timely basis consistent with prior Tax Returns all Taxes (as defined below) required to be paid; and has fully accrued on its books or has established adequate reserves on its latest balance sheet (a true and correct copy of or relating which has been provided to the Company), its incomeprepared in accordance with generally accepted accounting principles consistently applied, assets or business, for all Taxes which have accrued but not are yet due; and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments and corrections prior to filing. The Shareholders shall cause the Company to has timely and properly withhold and collectcollected or withheld, pay paid over and report reported to the appropriate governmental authorities all Taxes required to be have been collected or withheld or collected by it. Parent has no tax liabilities other than those reflected on the Parent Financial Statements and those arising in the ordinary course of business since the date thereof. Parent has made available to the Company on or before the Closing Datetrue, complete and correct copies of Parent's federal income tax and other Tax Returns filed by it. (b) The Shareholders shall be responsible for and shall timely pay all Taxes, including, without limitation, No Taxing authority has asserted any Taxes resulting from a adjustment that could result in an additional Tax Proceeding for which the Company Parent is or may be liable; there is no pending audit, examination, investigation, dispute, proceeding or claim (collectively, "Proceeding") relating to any Tax for which Parent is or may be liable and, to the knowledge of Parent, no Taxing authority is contemplating such a Proceeding; no statute of limitations with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, from and against any (i) Taxes of the Company with respect to a Pre-Closing Period Tax for which the Taxpayer Parent or is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect liable has been waived or extended; and Parent are not a party or subject to a Pre-Closing Period and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or commenting on any Tax Returnsharing or any Tax allocation agreement, arrangement or understanding. (c) Parent is not a party to any contract, agreement, plan or arrangement that, individually or collectively, could give rise to any payment that would not be deductible by reason of Section 162, 280G or 404 of the Code (or any comparable state, local or foreign Tax provision). Parent does not have any "tax-exempt use property" within the meaning of Section 168(h) of the Code (or any comparable state, local or foreign Tax provision). Parent has never made or been required to make an election under Section 338 of the Code (or any comparable state, local or foreign Tax provision). (d) Parent is not, and shall be separate was not at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and independent of any other indemnity between the parties hereto. regulations thereunder. (e) For purposes of this Agreement, "Pre-Closing PeriodTax" shall mean any tax, fee, levy, assessment or other governmental charge imposed by the United States, any state, local or foreign government or subdivision or agency of any of the foregoing, including without limitation, any income, franchise, gross receipts, property, sales, use, service, value added, withholding, social security, estimated, accumulated earnings, transfer, license, privilege, payroll, profits, capital stock, employment, unemployment, excise, ad valorem, severance, stamp, occupancy, customs or occupation tax period ending on for which the taxpayer is or before may be liable, including without limitation, as a member of a consolidated group pursuant to Treasury Regulation ss.1.1502-6 (or any comparable state, local or foreign Tax provision), as a transferee under Section 6901 of the Closing DateCode (or any comparable state, local or foreign Tax provision) or under any Tax sharing or Tax allocation agreement, arrangement or understanding.

Tax Returns; Taxes. (a1) No Through and including the Closing Date, the Transferor shall not take or fail to take any action and no Shareholder shall take or fail to take any action or permit the Company Transferor to take or fail to take any action which action, that could result in the termination of any "S" corporation election (or similar election) of the CompanyTransferor. The Transferor and the Shareholders shall (A) duly and timely file or cause to be filed on a timely basis with the applicable Taxing Authorities all Tax Returns ofthat are required to be filed by or on behalf of the Transferor or that include or relate to any Acquired Asset or the Business, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such such Tax Returns shall be true, correct and complete, shall and (B) duly and timely pay in full or cause to be filed paid in full all Taxes that are due and payable on or before the Closing Date or that could result in a basis consistent with prior Tax Returns of Lien on any Acquired Asset or relating to the Company, its income, assets or business, Business (except for real estate Taxes not yet due and payable) and shall not make, amend or terminate any election by record a provision on the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure books and records of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy Transferor in accordance with GAAP for the payment of each all such Tax Return for its review with sufficient time for comments Taxes that are not due and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company payable on or before the Closing Date. The Transferor shall, and the Shareholders shall cause the Transferor to, provide to the Transferee true, complete and correct copies of such Tax Returns and all correspondence, reports and documents relating to any Tax Proceeding with respect thereto. The Transferor shall, and the Shareholders shall cause the Transferor to, duly and timely comply with all applicable Laws relating to the collection or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (b2) The Shareholders shall be responsible for Transferor and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the CompanyMedSource, the Buyer Group Transferee and their respective Affiliates, as the case may be its Affiliates (collectively, the "Taxpayer"), and hold the Taxpayer harmless, on an after-Tax basis, from and against any (i) Taxes of the Company Transferor or relating to an Acquired Asset with respect to a Pre-any period on or before the Closing Period Date for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment relating to the Transferor's Tax, Tax Returns or an Acquired Asset with respect to a Pre-period on or before the Closing Period Date and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group Transferee or their its Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by MedSource, the Buyer Group Transferee in connection with the transactions contemplated by this Agreement agreement or, its receipt, examination, filing of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes . (3) MedSource or the Transferee shall promptly forward to the Shareholders a copy of this Agreement, "Pre-Closing Period" shall mean all written communications from any tax Governmental Authority received by the Taxpayer relating to any period ending on or before the Closing Date. The Shareholders shall promptly forward to the Transferee a copy of all written communications from any Governmental Authority received by the Transferor or any Shareholder relating to any period on or before the Closing Date for which the Taxpayer is or may be liable. (4) Any Taxes for a period which includes but does not end on the Closing Date shall be allocated between the period before the Closing Date and the balance of the period in accordance with this section 7.3(d). To the extent permitted under applicable Law, the parties shall elect to treat the Tax period as ending at the close of business on the Closing Date. Where applicable Law does not permit such an election to be made, the taxable income or other Tax base for the entire period shall be allocated between the period on or before the Closing Date and the balance of the period on the basis of an interim closing of the books at the close of the Closing Date, except that exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period. Notwithstanding the foregoing, any real estate or personal property Taxes shall be allocated on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the applicable period.

Tax Returns; Taxes. (a1) No Shareholder Through and including the Closing Date, no Transferor shall take or fail to take any action or permit the Company to take or fail to take any action which that could result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders Transferors shall cause the Company to duly and timely file or cause to be filed on a timely basis with the applicable Taxing Authorities all Tax Returns ofthat are required to be filed by or on behalf of the Company for any Tax period through and including the Closing Date, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such such Tax Returns shall be true, correct and complete, shall be filed on prepared in a basis manner consistent with its prior Tax Returns of or relating to the Company, its income, assets or business, and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure of without the Company, without MedSourceTransferee's prior written consent. The Shareholders Transferors shall give MedSource a copy provide to the Transferee true, complete and correct copies of each such Tax Return for its review Returns with sufficient time for comments and corrections prior to filing. The Shareholders Transferors shall also provide to the Transferee true, correct and complete copies of any and all correspondence, reports and documents relating to any Tax Proceeding with respect to any Tax or Tax Return of the Company. The Transferors shall cause the Company to, and the Transferors shall, duly and timely pay in full or cause to be paid in full all Taxes that are due and payable on or before the Closing Date with respect to each Tax period ending on or before the Closing Date and, with respect to any Tax period that begins on or before the Closing Date and ends after the Closing Date, the portion of such period through and including the Closing Date (each such period or portion, a "Pre-Closing Period") for which the Company is or may be liable or that could result in a Lien on the stock of the Company or any of its assets. The Transferors shall cause the Company to timely record a provision on the books and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by records of the Company in accordance with GAAP for the payment of all such Taxes that are not due and payable on or before the Closing Date. The Transferors shall cause the Company to duly and timely comply with all applicable Laws relating to the collection or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (b2) The Shareholders Transferors shall be responsible for and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, except to the extent that the liability for such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, from and against any (i) Taxes of the Company with respect amount has been satisfied pursuant to a Pre-Closing Period for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-Closing Period and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes of this Agreement, "Pre-Closing Period" shall mean any tax period ending on or before the Closing Datesection 5.

Tax Returns; Taxes. (a) No Shareholder The Company acknowledges that on and after the Closing Date the Surviving Corporation shall take or fail to take any action or permit the Company to take or fail to take any action which could be an indirect wholly-owned subsidiary of MedSource as a result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall duly file or cause Merger and, accordingly, any Tax Return referred to in Section 4.14 hereof that was not required to be filed on a timely basis all Tax Returns of, relating prior to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns Date shall be truefiled, correct and completeor caused to be filed, by MedSource after the Closing Date. Any Tax Return under this Section 7.1(a) shall be filed prepared on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or business, and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company on or before the Closing Datepast practice. (b) The Shareholders After the Closing Date, MedSource shall be responsible for and shall timely pay preserve all Taxesinformation, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is records or may be liable with respect other documents relating to any Pre-Closing PeriodTax until the date that is six (6) months after the expiration of the statute of limitations applicable to the Tax. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliatesthe Stockholder Representative shall cooperate with each other upon request in connection with all matters relating to the preparation of any Tax Returns and in connection with any Tax Proceeding. Any investigation, as the case may be (collectivelyreview, the "Taxpayer"), and hold the Taxpayer harmless, from and against any (i) Taxes of the Company with respect to a Pre-Closing Period for which the Taxpayer is comment or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-Closing Period and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred discussion by the Buyer Group related to or their Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement orpayment of Taxes, its receiptthe preparation of Tax Returns or drafts of Tax Returns, examination, the filing of or commenting on Tax Returns, any Tax ReturnProceeding or any provision of this Section 7.1 shall not affect the indemnity provisions of Article 10 or limit the scope of such provisions (including but not limited to Section 10.1) in any way, or affect any other representations, warranties or obligations of the Company. Each party shall bear its own costs and expenses in complying with the provisions of this Section 7.1(b); provided, however, that any such reasonable costs, fees and expenses incurred by the Stockholder Representative, which are approved in advance by MedSource (such approval not to be unreasonably withheld), shall be separate reimbursed by MedSource and, thereafter, shall be charged against the MedSource Shares held pursuant to the Escrow Agreement such that the number of MedSource Shares with the value (as determined pursuant to the Escrow Agreement) of such costs, fees and independent of any other indemnity between expenses shall be released from the parties hereto. For purposes of this Agreement, "Pre-Closing Period" shall mean any tax period ending on or before escrow fund held pursuant to the Closing DateEscrow Agreement and returned to MedSource.

Tax Returns; Taxes. (a1) No The Seller and the Shareholder shall take or fail to take any action or permit the Company to take or fail to take any action which could result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall duly and timely file or cause to be filed on a timely basis with the applicable Taxing Authorities all Tax Returns ofthat are required to be filed by or on behalf of the Seller or that include or relate to the Acquired Assets or the Business, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be true, correct complete and complete, shall be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or businesscorrect, and shall not makeduly and timely pay in full or cause to be paid in full all Taxes that are due and payable on or before the Closing Date and could result in a Lien on any Acquired Asset or the Business, amend or terminate any election by and has recorded a provision on the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure books and records of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy Seller in accordance with GAAP for the payment of each all such Tax Return for its review with sufficient time for comments Taxes that are not due and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company payable on or before the Closing Date. The Seller shall provide to the Buyer true, complete and correct copies of such Tax Returns and all correspondence, reports and documents relating to any Tax Proceeding with respect thereto. The Seller shall duly and timely comply with all applicable laws relating to the allocation or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (b2) The Shareholders shall be responsible for Seller and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders Shareholder shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, on an after-Tax basis, from and against any (i) Taxes of the Company with respect to a Pre-the Business or any of the Acquired Assets for any period on or before the Closing Period Date for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-period on or before the Closing Period Date and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their its Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or commenting on any Tax Return, and shall be separate and independent of any other indemnity between the parties hereto. For purposes . (3) The Buyer shall promptly forward to the Shareholder a copy of this Agreement, "Pre-Closing Period" shall mean all written communications from any tax Governmental Authority received by the Taxpayer relating to any period ending on or before the Closing Date. The Shareholder shall promptly forward to the Buyer a copy of all written communications from any Governmental Authority received by the Seller or the Shareholder relating to any period on or before the Closing Date for which the Taxpayer is or may be liable. (4) The Buyer shall not settle or make any payment of any amount claimed to be due with respect to a proposed adjustment described above for at least 15 days after giving notice thereof to the Shareholder under section 7.3(c) hereof. If, within such 15-day period, the Buyer receives from the Shareholder in writing a request that the proposed adjustments be contested, which includes a reasonable basis in fact or in law for such contest, and acknowledges its liability under this indemnity, the Taxpayer shall contest such proposed adjustments in good faith and agrees to consult with the Shareholder regarding the contest and to keep the Shareholder informed as to its progress, all at the Shareholder's expense. The Shareholder shall cooperate with the Taxpayer in connection with any Proceeding. The Shareholder may participate in the Proceeding at its own expense; PROVIDED, HOWEVER, that the Taxpayer shall retain full control over the Proceeding. The decision of a court of competent jurisdiction as to the outcome of such contest which has become final shall be conclusive and binding on the parties. The Taxpayer shall not be required to appeal. (5) Any Taxes for a period which includes but does not end on the Closing Date shall be allocated between the period before the Closing Date and the balance of the period in accordance with this section 7.3(e). To the extent permitted under applicable Law, the parties shall elect to treat the Tax period as ending at the close of business on the Closing Date. Where applicable Law does not permit such an election to be made, the taxable income or other Tax base for the entire period shall be allocated between the period on or before the Closing Date and the balance of the period on the basis of an interim closing of the books at the close of the Closing Date, except that exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period. Notwithstanding the foregoing, any real estate or personal property Taxes shall be allocated on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the applicable period. (6) The Seller hereby agrees to comply with the notice and other requirements of the General Laws of the Commonwealth of Massachusetts of 1932, Chapter 62C, section 51.

Tax Returns; Taxes. (a1) No Prior to the Closing Date, no Shareholder shall take or fail to take any action or permit the Company Transferor to take or fail to take any action which that could result in the termination of any "S" corporation election (or similar election) of the CompanyTransferor. The Transferor and the Shareholders (i) shall (A) duly and timely file or cause to be filed on a timely basis with the applicable Taxing Authorities all Tax Returns ofthat are required to be filed by or on behalf of the Transferor or that include or relate to any Acquired Asset or the Business, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such such Tax Returns shall be true, correct and complete, shall and (B) duly and timely pay in full or cause to be filed paid in full all Taxes that are due and payable on or before the Closing Date and could result in a basis consistent with prior Tax Returns of Lien on any Acquired Asset or relating to the Company, its income, assets or business, Business (ii) has recorded a provision on the books and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure records of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy Transferor in accordance with GAAP for the payment of each all such Tax Return for its review with sufficient time for comments Taxes that are not due and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company payable on or before the Closing Date. The Transferor shall, and the Shareholders shall cause the Transferor to, provide to the Transferee true, complete and correct copies of such Tax Returns and all correspondence, reports and documents relating to any Tax Proceeding with respect thereto. The Transferor shall, and the Shareholders shall cause the Transferor to, duly and timely comply with all applicable Laws relating to the collection or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (b2) The Shareholders Transferee shall be responsible for and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject promptly forward to the provisions Shareholders a copy of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to written communications from any Pre-Closing Period, to the extent that such Taxes were originally paid Governmental Authority received by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group Transferee and their respective Affiliates, as the case may be its Affiliates (collectively, the "Taxpayer"), and hold ) relating to any period on or before the Taxpayer harmless, Closing Date. The Shareholders shall promptly forward to the Transferee a copy of all written communications from and against any (i) Taxes of Governmental Authority received by the Company with respect Transferor or any Shareholder relating to a Pre-any period on or before the Closing Period Date for which the Taxpayer is or may be liable, . (ii3) the effect, if any, on the Taxpayer in The Transferee shall not settle or make any period that ends after the Closing Date payment of an adjustment any amount claimed to be due with respect to a Preproposed adjustment described above for at least 15 days after giving notice thereof to the Shareholders under Section 7.3(c) hereof. If, within such 15-Closing Period and (iii) fees and expenses (includingday period, without limitationthe Transferee receives from all of the Shareholders in writing a request that the proposed adjustments be contested, which includes a reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates basis in connection therewith fact or in enforcing law for such contest, and acknowledges their liability under this indemnity, the Taxpayer shall contest such proposed adjustments in good faith and agrees to consult with the Shareholders regarding the contest and to keep the Shareholders informed as to its rights or collecting any amounts due hereunderprogress, all at the Shareholders' expense. This indemnity The Shareholders shall apply notwithstanding any investigation made by cooperate with the Buyer Group Taxpayer in connection with any Proceeding. The Shareholders may participate in the transactions contemplated by this Agreement orProceeding at their own expense; provided, its receipthowever, examination, filing that the Taxpayer shall retain full control over the Proceeding. The decision of or commenting on any Tax Return, and a court of competent jurisdiction as to the outcome of such contest which has become final shall be separate conclusive and independent of any other indemnity binding on the parties. The Taxpayer shall not be required to appeal. (4) Any Taxes for a period which includes but does not end on the Closing Date shall be allocated between the period before the Closing Date and the balance of the period in accordance with this section 7.3(e). To the extent permitted under applicable Law, the parties heretoshall elect to treat the Tax period as ending at the close of business on the Closing Date. For purposes of this AgreementWhere applicable Law does not permit such an election to be made, "Pre-Closing Period" the taxable income or other Tax base for the entire period shall mean any tax be allocated between the period ending on or before the Closing Date and the balance of the period on the basis of an interim closing of the books at the close of the Closing Date, except that exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period. Notwithstanding the foregoing, any real estate or personal property Taxes shall be allocated on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the applicable period. (5) In the event the Closing takes place after March 31, 1999, either (i) the Transferee shall pay to the Shareholders, on a timely basis, but in no event later than June 30, 1999, an amount of cash equal to 46% of the income of the Transferor for the period commencing on March 31, 1999 through the Closing Date or (ii) the Shareholders shall cause the Transferor to increase the amount of Institutional Indebtedness by an amount equal to 46% of the income of the Transferor for the period commencing on March 31, 1999 through the Closing Date.

Tax Returns; Taxes. (a) No Shareholder shall take or fail to take any action or permit The Company shall: (1) close each tax period that begins before the Company to take or fail to take any action which could result in the termination of any "S" corporation election (or similar election) Closing Date for each Tax as of the close of the day immediately preceding or on the Closing Date to the extent permitted by Law; (2) duly and timely file, at the Company. The Shareholders shall duly file or cause 's expense, each Tax Return required to be filed on a timely basis all Tax Returns of, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be true, correct and complete, shall be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or business, and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company on or before prior to the Closing Date.Date or that include or relate to the Company's income, assets or business that are required to be filed on or prior to the Closing Date (including valid extensions of time to file); and (b3) The Shareholders shall be responsible for duly and shall timely pay in full, all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable on each such Tax Return. A Tax Return caused to be filed under this Section 5.3(a) shall be prepared on a basis consistent with respect past practice. (b) After the Closing Date, the Company, Xybernaut and the Principal Shareholders shall each make available to the other, upon reasonable request, all information, records or other documents relating to any Pre-Closing PeriodTax and shall preserve all such information, records or other documents until the date that is six (6) months after the expiration of the statute of limitations applicable to the Tax. In addition, subject Xybernaut, the Company and the Principal Shareholders shall cooperate with the other upon request in connection with all matters relating to the preparation of any Tax Returns and in connection with any Proceeding referred to in this provision. Any investigation, review, comment or discussion by Xybernaut related to or in connection with the payment of Taxes, the preparation of Tax Returns or drafts of Tax Returns, the filing of Tax Returns, any Tax Proceeding or any provision of this Section 5.3 shall not affect the indemnity provisions of Article 9 or limit the scope of such provisions (including but not limited to Section 9.1) in any way, or affect any other representations, warranties or obligations of the Principal Shareholders or the Company. Each Principal Shareholder shall bear his own costs and expenses in complying with the provisions of sections 5.1(athis Section 5.3(b). (c) The Principal Shareholders and 9 hereof, the Shareholders shall Company shall: (A) duly and timely file with the applicable Taxing Authority all Tax Returns required to be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid filed by the Shareholders. The Principal Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, from and against any (i) Taxes of or the Company with respect to a Pre-Closing Period for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-Closing Period and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or(including without limitation, its receiptall Tax Returns relating to any real property or stock transfer Tax, examinationmortgage recording Tax, filing of or commenting on any Tax Returndocumentary stamp Tax), and shall (B) duly and timely pay in full all Taxes required to be separate and independent of any other indemnity between the parties hereto. For purposes of this Agreement, "Pre-Closing Period" shall mean any tax period ending on or before the Closing Datepaid in connection therewith.