Each of Parent and Company has properly filed on a timely basis all Tax Returns that it is and was required to file, and all such Tax Returns were true, correct and complete. Each of Parent and Company has properly paid on a timely basis all Taxes, whether or not shown on any of its Tax Returns that were due and payable. All Taxes that Each of Parent or Company is or was required by Law to withhold or collect have been withheld or collected and, to the extent required, have been properly paid on a timely basis to the appropriate Governmental Entity. Each of Parent and Company has complied with all information reporting and back-up withholding requirements including maintenance of the required records with respect thereto, in connection with amounts paid to any Person. Neither Company nor Parent has been informed by any jurisdiction that the jurisdiction believes that Parent or Company was required to file any Tax Return that was not filed. Each of Parent and Company is in compliance, and at all times has been in compliance, with all Laws applicable to Taxes.