Except as would not reasonably be expected to result in a Material Adverse Effect, (a) each Group Member has filed or caused to be filed all federal income tax returns and all other tax returns (including tax returns to be filed in foreign jurisdictions) that are required to be filed and has paid all Taxes shown to be due and payable on said returns other than those (i) not yet delinquent or (ii) contested in good faith and as to which adequate reserves have been provided in accordance with GAAP and (b) each Group Member has paid all other Taxes imposed on it or any of its Property by any Governmental Authority responsible for administering taxes, or such taxes are being contested in good faith and have provided adequate reserves in accordance with GAAP for the payment of all such Taxes.