The Company and each of its Subsidiaries has filed (or has obtained extensions of the time by which it is required to file) all United States federal income tax returns and all other material tax returns required to be filed by it and has paid all Taxes shown due on the returns so filed as well as all other Taxes, assessments and governmental charges which have become due, except (a) such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided, (b) Taxes which are not overdue by more than thirty (30) days and (c) other Taxes that do not at any time exceed $5,000,000 in the aggregate.