The Seller has filed or caused to be filed all tax returns and reports (Federal, state or local) required by Law to be filed by it and has paid or caused to be paid or made adequate provision for all taxes and governmental charges due and owing and all assessments received by it except to the extent that any failure to file or nonpayment (i) is being contested in good faith or (ii) could not reasonably be expected to result in a Material Adverse Effect.