Acquiring Company has filed all tax returns and reports required to be filed as of the Closing with all other jurisdictions where such filing is required by law; and Acquiring Company has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments or deficiencies due and payable on, and with respect to such periods or accruing prior to Closing.   As of the Closing, Acquiring Company knows of (i) no other tax returns or reports which were required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period ending before the Closing.