All Taxes (including any interest or penalties relating thereto) and assessments which are due and payable have been duly reported, fully paid and discharged as reported by the Company and each of its Subsidiaries, and there are no unpaid Taxes which are, or could become, payable by the Company or any Subsidiary or an Encumbrance on the properties and assets of the Company or any Subsidiary, except as provided for in the Financial Statements, or have been incurred in the normal course of business of the Company or its Subsidiaries since that date. All Tax Returns of the Company and each of its Subsidiaries and their predecessors have been filed and all Taxes payable by the Company and each of its Subsidiaries and their predecessors have been paid. There are no disputes as to Taxes of any nature payable by the Company or any of its Subsidiaries or their predecessors.