Except as set forth on Schedule 3.07 , all federal, state, local, and foreign income and franchise and other material tax returns, reports, and statements (collectively, the “ Tax Returns ”) required to be filed by any Group Member have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all material Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof, except for Taxes (or any requirement to file Tax Returns with respect thereto) that are being contested in good faith through appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP.