Seller Parent, Seller and/or each Company has filed when due or will file when due in correct form all federal and state income tax returns for all periods ending on or prior to the Closing Date which are required to be filed by Seller Parent, Seller and/or each Company on or prior to the Closing Date. Other than extensions to file Seller Parent’s, Seller’s or each Company’s tax returns, there are no agreements by Seller Parent, Seller or any Company for the extension of time for the assessment of any tax. All federal, state, county and local taxes due and payable by Seller Parent, Seller and/or any Company on or before the Effective Date have been paid and any taxes due and payable at any time between the Effective Date through the Closing will be paid prior to Closing, and there are no federal, state or local tax liens pending or threatened against Seller Parent, Seller, any Company or the Real Property. There is no open audit of any of Seller Parent’s, Seller’s or any Company’s federal, state, local income, sales use or property tax returns pending, and none of Seller Parent, Seller or any Company has received a notice of the pendency of any such audit or examination. None of Seller Parent, Seller or any Company holds or had held a certificate or other authorization issued by any tax collection body for the purpose of avoiding the payment by Seller Parent, Seller or any Company of sales and use taxes upon Seller Parent’s, Seller’s or such Company’s purchases of goods and services, nor has Seller Parent, Seller or any Company applied for such a certificate or other authorization.