(a) All Tax Returns with respect to the Business that are required to be filed on or before the dat e of this Agreement have been duly filed and all Taxes of Sellers that are due and owing (whether or not reflected on such Tax Returns) have been duly and timely paid, and all such Tax Returns are true, correct and complete in all material respects, (b) ea ch Seller has (i) timely and properly withheld all Taxes that required to have been withheld from payments to its employees, agents, contractors, nonresidents, or other third parties, and (ii) timely and properly withheld all sales, use, ad valorem, and va lue added Taxes, and (iii) timely paid to the appropriate authorities or set aside in an account for such purpose proper and accurate amounts of such withholding taxes for all periods through the date of this Agreement in material compliance with all Tax w ithholding provisions (including income, government pension plan and employment Tax withholding for all types of compensation), (c) there is no lien for Taxes upon any of the Transferred Assets nor, to the Knowledge of Sellers, is any taxing authority in t he process of imposing any lien for Taxes on any of the Transferred Assets, other than liens for Taxes that are not yet due and payable or for Taxes the validity or amount of which is being contested by Sellers in good faith by appropriate action, and (d) to the Knowledge of Sellers, no issues that have been raised by the relevant taxing authority in connection with any examination of the Tax Returns referred to in paragraph (a) hereof are currently pending, and all deficiencies asserted or assessments made , if any, as a result of such examinations have been paid in full.