Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed (subject to any applicable extensions), and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets which are due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.