The Parent and its Subsidiaries have timely filed all Federal and other material Tax returns required to be filed, and have timely paid all Federal and other material Taxes, assessments, fees and other governmental charges, in each case, in the nature of a Tax (including satisfying its withholding Tax obligations) levied or imposed on their properties, income or assets or otherwise due and payable, except those which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  No Tax Lien has been filed, and, to the knowledge of the Parent no written claim is being asserted, with respect to any such Tax, assessment, fee or other governmental charge, in each case, in the nature of a Tax, which is not being contested in accordance with the terms of this Agreement.  Neither Parent nor any Subsidiary thereof is party to any tax sharing agreement.