The Company and its Subsidiaries have timely filed or caused to be filed all Tax returns and reports which, to the knowledge of any Financial Officer of the Company, were required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) those not delinquent, (b) any Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves or (c) to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.