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. Sellers have filed allAll federal, statestate, local and localforeign income, excise, sales, use, excise, withholding,payroll, unemployment, franchise, payroll and other tax returnstaxes and reports required to be filed in connection with the operation of Sellers' business, and all taxes shown by the returns to beassessments that are due and payable by Seller for periods ending prior to the Closing Date have been paid. Sellers shall preparefully paid and file all income, sales, use, excise, withholding, franchise, payroll and other tax returns, and pay all taxes, required to be fileddischarged, except # for any taxes which Seller is contesting in good faith or paid up to and through the date of Closing. Except for property# taxes that are not yet due and payable,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 tax liens onassessments or proposed assessments against the Purchased Assets for any of the Assets. Sellers have delivered to Purchaser true and correct copies of all federal and state income and excise tax returns of Sellersadditional taxes or assessments for the tax yearany period ending 2013 and, if available, 2014. Sellers have not given or been requested to give waivers of any statutes of limitations relatingprior to the payment of federal, state or local taxes.Closing Date. Seller shall have no liability for taxes with respect to the Purchased Assets attributable to periods after the Closing Date.