Except for the Obligation (as defined in the Restricted Escrow Agreement, the Company has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxes and the Company has made any and all proper declarations and returns for tax purposes and all information contained in such declarations and returns is true and complete.