Each Seller has timely filed all Tax Returns required to be filed by it and required to be filed with respect to the Assigned Assets or the Business, and all such Tax Returns are accurate, complete and correct. Each Seller has paid all Taxes required to be paid by it and required to be paid with respect to the Assigned Assets and the Business (whether or not shown on any Tax Return described in the preceding sentence). There is no Tax audit or examination now pending or threatened with respect to either Seller or the Assigned Assets. No claim has ever been made in writing by any Governmental Authority in a jurisdiction where either Seller does not pay Taxes or file Tax Returns that such Seller is or may be subject to Tax by that jurisdiction. Neither Seller has requested or entered into an agreement providing for any extension of time within which to file any Tax Return, make any Tax election, pay any Taxes or pursuant to which any Governmental Authority may assess Taxes. All Taxes which the Seller were or are required by applicable Law to withhold or collect have been and are being withheld or collected by them and have been paid over to the proper Governmental Authority or, if not yet due, are being held by the Sellers for payment. The Sellers have collected and remitted sales, use, value added and similar Taxes applicable in connection with the Assigned Assets and the operation of the Business. Neither Seller has ever entered into a “closing agreement” as defined in Section 7121 of the Code. There is no lien for Taxes upon any of the Assigned Assets other than liens for Taxes that are not yet due and payable. The Assigned Assets do not include any (a) “United States real property interests” for purposes of Section 897 of the Code or (b) equity interests in any other Person (under Tax or non-Tax principles). For purposes of this Section 3.8 , each reference to a Seller includes any Person that was liquidated into, merged with or otherwise a predecessor to, such Seller.