Except as would not, individually or in the aggregate, have a Material Adverse Effect, (a) each of the Partnership Entities has prepared and timely filed (taking into account any extension of time within which to file) all income and other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects, (b) each of the Partnership Entities has timely paid all Taxes that are required to be paid by any of them (and, where payment is not yet due, has made adequate provision for such Taxes on such Partnership Entity’s financial statements in accordance with GAAP), (c) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of any Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Partnership Entity, (d) all Taxes required to be withheld by any Partnership Entity have been withheld and paid over to the appropriate Tax authority (except in the case of this clause (d) or clause (a) or (b) above, with respect to matters contested in good faith and for which adequate reserves have been established on the Partnership’s financial statements included or incorporated by reference in the NEP Execution Date SEC Documents), (e) none of the Partnership Entities will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after any Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to such Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign law) executed on or prior to such Closing Date, (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law), (D) installment sale or open transaction disposition made on or prior to such Closing Date, (E) election under Section 108(i) of the Code (or any comparable provisions of state, local or foreign law), or (F) prepaid amount received or paid on or prior to such Closing Date, and (f) there are no outstanding agreements, waivers or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to any of the Partnership Entities for any taxable period. None of the Partnership Entities has entered into any transaction that, as of the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “reportable transaction” as defined under Section 1.6011-4 of the Treasury Regulations. There are no Tax Liens upon any of the assets or properties of the Partnership Entities, other than with respect to Taxes not yet due and payable. Except as disclosed in Schedule E , no NEP Entity (A) is or has ever been a member of an affiliated group of corporations filing a consolidated federal income Tax Return, or (B) has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local, or foreign law), as a transferee or successor, by contract, or otherwise. Except as disclosed in Schedule E , no NEP Entity is a party to, or bound by, or has any obligation under, any tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. The Partnership has made a valid election pursuant to Section 301.7701-3(c) of the Treasury Regulations to be taxed as a corporation for U.S. federal income tax purposes, and such election is currently in effect. The Partnership reasonably expects that it is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code. None of the Partnership Entities has, within the five years preceding the applicable Closing Date, been either a “distributing corporation” or a “controlled corporation” in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code was applicable.