The Company and its Significant Subsidiaries (i) have prepared and filed all foreign, federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it they are subject and such returns, reports and declarations are true, complete and correct in all material respects, (ii) have paid all material taxes and other governmental assessments and charges owed and due by the Company and its Significant Subsidiaries (whether or not shown on any tax return), except those being contested in good faith and with respect to which adequate reserves have been set aside on the books of the Company and its Significant Subsidiaries, (iii) have withheld or collected from each payment made to each of their respective employees, independent contractors, shareholders, creditors and other third parties the amount of all taxes required to be withheld or collected therefrom, and have paid the same to the proper authorized depositories or government authorities and (iv) have set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which the above referenced returns, reports or declarations apply. There are no pending or active tax audits or proceedings or proposed tax deficiencies or other claims for material unpaid taxes asserted with respect to the Company or its Significant Subsidiaries or their respective assets. There are no liens for taxes (other than for taxes not yet due and payable) upon any of the assets of the Company or its Significant Subsidiaries. Neither the Company nor any of its Significant Subsidiaries has received notice of any claim made by an authority in any jurisdiction where the Company or any Significant Subsidiary, as applicable, does not file tax returns that the Company or any Significant Subsidiary, as applicable, is or may be subject to taxation by that jurisdiction.