Each of the Companies has filed or caused to be filed all federal and material other Tax returns required to have been filed by it and has paid or caused to be paid all material Taxes (whether or not shown on a Tax return and including in the capacity as withholding agent) due and payable by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Company shall have set aside on its books adequate reserves in accordance with GAAP. There is no current or proposed material Tax assessment, deficiency or other claim against any of the Companies.