SOOUM has paid all federal, state, local and foreign taxes, assessments, fees and other governmental charges it is legally required to pay.  SOOUM has filed all federal, state, local and foreign tax returns and tax reports it is legally required to file and the returns and reports are true, correct and complete and have not been amended, and all taxes arising under the returns and reports have been either fully paid or adequately reserved for in SOOUM Financial Statements, and will be timely paid when due.