Except as set forth on Schedule 7.2.2: (i) all income and any other material Tax Returns required to be filed by or on behalf of any Transferred Company and any Subsidiary have been timely filed; (ii) all such Tax Returns are true, correct and complete in all material respects; (iii) all Taxes (shown as due on such Tax Returns or otherwise) due and payable by any Transferred Company or any Subsidiary have been timely paid; (iv) there are no pending or, to the knowledge of Seller, threatened actions or proceedings, examinations, or audits for the assessment or collection of material Taxes against any Transferred Company or any Subsidiary ; (v) there are no liens for any material Taxes on any assets of any Transferred Company or any Subsidiary other than liens for Taxes not yet due or payable; (vi) no claim has been made by a Tax authority in a jurisdiction where Tax Returns are not filed by or on behalf of any Transferred Company or any Subsidiary that such Transferred Company or Subsidiary is or may be subject to taxation by that jurisdiction; (vii) no Transferred Company or Subsidiary is a party to a Tax allocation or sharing agreement or similar agreement that will not be terminated pursuant to Section 6.5 ; (viii) no Transferred Company or Subsidiary has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (ix) since incorporation, each Transferred Company or Subsidiary has been a member of an affiliated group (within the meaning of Code Section 1504(a)) filing a consolidated federal income Tax Return having either General Electric Company or Heller Financial, Inc., which Seller acquired on October 25, 2001,   as its common parent; (x) no Transferred Company or Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date, (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, (E) prepaid amount received on or prior to the Closing Date, or (F) election un der Section 108(i) of the Code ;   (xi) no Transferred Company or Subsidiary has, within the two years preceding the Closing Date, been either a “distributing corporation” or a “controlled corporation” in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) is applicable; (xii) all material Taxes required to be withheld, collected or deposited by a Transferred Company or Subsidiary have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority; and (xiii) no Transferred Company or Subsidiary is liable for the Taxes of any third party.