Except as set forth on Schedule 3.16 of the Daily Engage Disclosure Schedule, all material Income Tax Returns of Daily Engage required to be filed with respect to its business have been timely filed, all such Income Tax Returns are complete and correct in all material respects, and Daily Engage has paid on a timely basis all Income Taxes that were due and payable as reflected on such Income Tax Returns.  Daily Engage has not waived any statute of limitations in respect of Income Taxes in connection with its business or agreed to any extension of time with respect to an Income Tax assessment or deficiency in connection with its business.  At all times since its formation, Daily Engage has been classified for U.S. federal income tax purposes as a partnership, and is so classified for U.S. federal income tax purposes at the time of the Closing.  Daily Engage is not a party to any Income Tax allocation or sharing agreement. Daily Engage is not and has not been a party to any “listed transaction,” as defined in Code Section 6707A(c)(2) and U.S. Treasury Regulation Section 1.6011-4(b)(2).