Seller and the Seller Affiliates have timely filed all Tax Returns of every kind (including returns of real and personal property taxes, sales, use and excise taxes, intangible taxes, withholding taxes, and FICA and unemployment compensation taxes) relating to the Business that are required by law to have been filed and such Tax Returns were correct, complete and prepared in accordance with applicable law. All Taxes shown to be due on such Tax Returns or otherwise required to have been paid with respect to the Business have been paid in full. Seller and the Seller Affiliates have timely paid or withheld with respect to the Employees and other third parties (and timely paid over any withheld amounts to the appropriate Governmental Entity) all federal and state income Taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be withheld or paid with respect to the Business. There are no pending or, to the Knowledge of Seller and the Seller Affiliates, threatened actions, suits, audits, claims or investigations by any Governmental Entity with respect to Taxes relating to the Business. No Governmental Entity has asserted in writing, or, to the Knowledge of Seller and the Seller Affiliates, threatened to assert, any deficiency or claim for additional Taxes or any adjustment of Taxes relating to Seller and the Seller Affiliates with respect to the Business or the Transferred Assets. There are no Encumbrances on any of the Transferred Assets, and, to the Knowledge of Seller and the Seller Affiliates, there is no basis for the assertion of any claim for any Liabilities for unpaid Taxes for which Parent or its Affiliates would become liable as a result of the transactions contemplated by this Agreement or that would result in any Encumbrance on any of the Transferred Assets. No claim has ever been made by a Governmental Entity in a jurisdiction where Seller and the Seller Affiliates do not file Tax Returns that Seller or any Seller Affiliate is or may be subject to Tax by that jurisdiction. Neither Seller nor any Seller Affiliate has executed any outstanding waiver or extension of any applicable statute of limitations on or extension of the period for the assessment or collection of any Tax or has any outstanding request for any extension of time within which to file any Tax Return or within which to pay any amounts of Taxes shown to be due on any Tax Return, in each case with respect to the Business or the Transferred Assets. Seller is not a “foreign person” within the meaning of Treasury Regulations Section 1.1445-2 and none of the Transferred Assets is a “United States Real Property Interest” within the meaning of Section 897 of the Code.