Taxes. Sellers have filed all federal, state and local income, sales, use, excise, withholding, franchise, payroll and other tax returns and reports required to be filed in connection with the operation of Sellers' business, and all taxes shown by the returns to be due and payable have been paid. Sellers shall prepare and file all income, sales, use, excise, withholding, franchise, payroll and other tax returns, and pay all taxes, required to be filed or paid up to and through the date of Closing. Except for property taxes not yet due and payable, there are no tax liens on any of the Assets. Sellers have delivered to Purchaser true and correct copies of all federal and state income and excise tax returns of Sellers for the tax year ending 2013 and, if available, 2014. Sellers have not given or been requested to give waivers of any statutes of limitations relating to the payment of federal, state or local taxes.

Taxes. All federal, state, local and foreign income, excise, sales, use, payroll, unemployment, franchise, and other taxes and assessments that are due and payable by Seller for periods ending prior to the Closing Date have been fully paid and discharged, except # for any taxes which Seller is contesting in good faith or # taxes that are not yet due and for which adequate reserves have been established or # taxes which if unpaid, would not create an Encumbrance on the Purchased Assets. To Seller’s Knowledge, there are no assessments or proposed assessments against the Purchased Assets for any additional taxes or assessments for any period ending prior to the Closing Date. Seller shall have no liability for taxes with respect to the Purchased Assets attributable to periods after the Closing Date.