Each of the Group Companies is classified as a disregarded entity pursuant to section 301.7701-3 of the Treasury regulations. None of the Group Companies has made an election pursuant to section 301.7701-3 of the Treasury regulations to be classified as an association. To Seller’s Knowledge: (i) all tax returns and tax reports required by Governmental Authority with respect to the Group Companies have been filed on a timely basis (including extensions) and are true, correct and complete; (ii) all taxes shown due on tax returns filed with any Governmental Authority with respect to taxes paid by or with respect to the Group Companies have been paid; (iii) no claim has been made or is expected to be made by any Governmental Authority with respect to taxes paid by or with respect to the Group Companies on their tax returns; and (iv) there are no encumbrances on any of the Mineral Assets that have arisen in connection with any failure (or alleged failure) of the Group Companies to pay any tax to any Governmental Authority.