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Taxes. The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due by the Company or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and such failures to file or pay, if any, as would not reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes, other than as permitted by [Section 7.3(F)(ii)]. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

SECTION # Taxes. The Company and its Subsidiaries have filed all United States federalFederal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and such failures to file or pay, if any, as would not reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes, other than as permitted by [Section 7.3(F)(ii)].Subsidiary. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxes or other governmental charges areare, in the opinion of the Company, adequate.

Taxes. The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns whichthat are required to behave been filed in any jurisdiction, and have paid all taxes shown to be due byand payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the Companyextent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments # the amount of which is not individually or anyin the aggregate Material or # the amount, applicability or validity of its Subsidiaries, except such taxes, if any, as arewhich is currently being contested in good faith by appropriate proceedings and aswith respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves have been provided in accordance with Agreement Accounting Principles and such failures to fileGAAP. The Company knows of no basis for any other tax or pay, if any, as would notassessment that could reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes, other than as permitted by [Section 7.3(F)(ii)]. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxesFederal, state or other governmental chargestaxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended April 27, 2013.

Section # Taxes. The Company and its Material Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Company or any of its Material Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principlesprovided. The United States consolidated income tax returns of the Company and such failures to file or pay, if any, as would not reasonably be expected to have aits Material Adverse Effect. No tax liensSubsidiaries have been filed and no claims are being asserted with respect to any such taxes, other than as permittedaudited by [Section 7.3(F)(ii)].the Internal Revenue Service through the fiscal year ended December 31, 2011. The charges, accruals and reserves on the books of the Company and its Material Subsidiaries in respect of any taxes or other governmental charges are adequate.

Section # Taxes. The Company and its Material Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed and have paid all taxesTaxes due pursuant to said returns or pursuant to any assessment received by the Company or any of its Material Subsidiaries, except such taxes,Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principlesprovided. The United States consolidated income tax returns of the Company and such failures to file or pay, if any, as would not reasonably be expected to have aits Material Adverse Effect. No tax liensSubsidiaries have been filed and no claims are being asserted with respect to any such taxes, other than as permittedaudited by [Section 7.3(F)(ii)].the Internal Revenue Service through the fiscal year ended December 31, 2015. The charges, accruals and reserves on the books of the Company and its Material Subsidiaries in respect of any taxesTaxes or other governmental charges are adequate.

Section # Taxes. The Company and its Material Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed and have paid all taxesTaxes due pursuant to said returns or pursuant to any assessment received by the Company or any of its Material Subsidiaries, except such taxes,Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principlesprovided. The United States consolidated income tax returns of the Company and such failures to file or pay, if any, as would not reasonably be expected to have aits Material Adverse Effect. No tax liensSubsidiaries have been filed and no claims are being asserted with respect to any such taxes, other than as permittedaudited by [Section 7.3(F)(ii)].the Internal Revenue Service through the fiscal year ended December 31, 2018. The charges, accruals and reserves on the books of the Company and its Material Subsidiaries in respect of any taxesTaxes or other governmental charges are adequate.

Taxes. The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due by the Company or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and such failures to file or pay, if any, as would not reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes, other than as permitted by [Section 7.3(F)(ii)]. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

Section # Taxes. The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns whichthat are required to behave been filed in any jurisdiction, and have paid all taxes shown to be due byand payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the Companyextent such taxes and assessments have become due and payable and before they have become delinquent, except for any returns, taxes and assessments # the amount of which, individually or anyin the aggregate, is not Material or # the amount, applicability or validity of its Subsidiaries, except such taxes, if any, as arewhich is currently being contested in good faith by appropriate proceedings and aswith respect to which the or a Subsidiary, as the case may be, has established adequate reserves have been provided in accordance with Agreement Accounting Principles and such failuresGAAP (or the appropriate GAAP equivalent, in the case of Foreign Subsidiaries) or # in the case of returns, the failure to file or pay, if any, as would not reasonably be expected to have a Material Adverse Effect. NoThe Responsible Officers of the have no actual knowledge of any basis for any other tax liensor assessment that would, individually or in the aggregate, reasonably be expected to have been filed and no claims are being asserted with respect to any such taxes, other than as permitted by [Section 7.3(F)(ii)].a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxesU.S. federal, state or other governmental chargestaxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of the and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended on the date set forth on [Schedule 5.9].

Section # Taxes. The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns whichthat are required to behave been filed in any jurisdiction, and have paid all taxes shown to be due byand payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the Companyextent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments # the amount of which is not individually or anyin the aggregate Material or # the amount, applicability or validity of its Subsidiaries, except such taxes, if any, as arewhich is currently being contested in good faith by appropriate proceedings and aswith respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves have been provided in accordance with Agreement Accounting Principles and such failures to fileGAAP. The Company knows of no basis for any other tax or pay, if any, as would notassessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes, other than as permitted by [Section 7.3(F)(ii)]. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxesFederal, state or other governmental chargestaxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2022.

Taxes. The Company and its Subsidiaries have filed all United States federal tax returnsFederal, state and all other tax returns which arereturns, extension and reports required to be filedfiled, and have paid all taxesFederal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due by the Company or any of its Subsidiaries,and payable, except such taxes, if any, asthose which are being contested in good faith by appropriate proceedings diligently conducted and as tofor which adequate reserves have been provided in accordance with Agreement Accounting PrinciplesGAAP or which, individually or in the aggregate, have not had, and such failures to file or pay, if any, as would not reasonably be expected to have, a Material Adverse Effect. There is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respectNeither any Loan Party nor any Subsidiary thereof is party to any such taxes, other than as permitted by [Section 7.3(F)(ii)]. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxes or other governmental charges are adequate.tax sharing agreement.

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