The Company and its Subsidiaries, taken as a whole, have timely filed, or caused to be filed, all federal, state, provincial, local and foreign Tax returns required to be filed, and paid all Taxes owing by it (including in their capacity as a withholding agent), whether or not shown on any such Tax returns, except Taxes the validity or the amount of which are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with U.S. GAAP. To the knowledge of the Company, there is no pending investigation, Tax audit or deficiencies of the Company or its Subsidiaries by any taxing authority or proposed Tax assessments against the Company or its Subsidiaries.