Each Loan Party and each of its Subsidiaries has (a) timely filed all income Tax and other material Ta x returns and reports required by Law to have been filed by it, which Tax returns and reports are correct and complete in all material respects; and (b) paid all income Taxes and other material Taxes of Governmental Authorities thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings which stay the enforcement of any Lien resulting from the nonpayment thereof and for which adequate reserves in accordance with GAAP shall have been set aside on its books.   Item 6.11 (“ Taxes, etc . ”) of the Disclosure Schedule sets forth, as of the Effective Date , those taxable years for which any Loan Party or its Subsidiaries income Tax or other material Tax returns or reports are currently being audited by any Governmental Authority , and any assessments or threatened assessments in connection with any such audit that is outstanding. Except as set forth in Item 6.11 (“Taxes, etc.”), neither the Loan Parties nor any Subsidiaries of the Loan Parties are a party to any tax sharing agreement.