Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.