All tax returns, reports and declarations relating to the Business or the Purchased Assets (collectively, “Tax Returns”) required by any Governmental Authority to be filed in connection with the properties, business, income, expenses, net worth or franchises of Seller relating to the Business have been timely filed, and all such Tax Returns are correct and complete in all material respects. All governmental taxes, charges or assessments and related deficiencies, interest and penalties (collectively, “Taxes”) due in connection with the Business or the Purchased Assets have been paid, other than Taxes which are not yet due or which, if due, are not yet delinquent, are being contested in good faith or have not been finally determined, and for which reserves have been established on the Acquisition Balance Sheet which are sufficient to cover the payment of all such Taxes. There are no Tax claims, audits or proceedings pending in connection with the Business or the Purchased Assets, and to Seller’s Knowledge there are no such threatened claims, audits or proceedings. There are not currently in force any extensions of time with respect to the dates on which any Tax Return was or is due to be filed by Seller, or any waivers or agreements for the extension of time for the assessment or payment of any Tax. With respect to the Business, Seller has withheld or collected from each payment made to each of the Business Employees (as hereinafter defined) and any other person or entity the amount of all Taxes required to be withheld or collected therefrom and Seller has paid the same when due to the proper Governmental Authorities. To Seller’s Knowledge, within the last three (3) years, no written claim in excess of twenty thousand dollars ($20,000) has been made by a Tax authority in any jurisdiction where Seller does not file a Tax Return that it is, or may be, subject to taxation in such jurisdiction. Seller is not liable for the Taxes of any other person as a transferee, successor, by contract, law, regulation, rule or otherwise or under Treasury Regulation Section 1.1502-6 or any other comparable statute, local or foreign statute, regulation or law. There are no Tax sharing agreements or other similar arrangement (whether written or oral) in effect that include Seller and Seller has no liability to any other person with respect to any previously terminated Tax sharing agreement or similar arrangement.