The Company and the Subsidiaries have filed all United States federal income Tax returns and all other material Tax returns which are required to be filed by any of them and have paid all Taxes due pursuant to said returns or pursuant to any assessment received by the Company or any Subsidiary, except such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with the Agreement Accounting Principles, or where the failure to make such payment could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and the Subsidiaries in respect of any Taxes or other governmental charges have been made in accordance with Agreement Accounting Principles.