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Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each # has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, # has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each # has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, or has properly filed extensions with respect thereto, # has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations except for taxes due for which appropriate extensions have been filed, and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

Section # Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, theThe Company and its Subsidiaries each # hashave made or filed all United States federal, state and localforeign income and all foreign income and franchiseother tax returns, reports and declarations required by any jurisdiction to which itany of them is subject, except those which the failure to file would not have a Material Adverse Effect, # hashave paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarationsdeclarations, except those being contested in good faith and by appropriate proceedings or those which the failure to pay would not have a Material Adverse Effect and # hashave set aside on itstheir books provisionprovisions reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and none of the officersResponsible Officers of the Company orknow of any Subsidiary know of no basis for any such claim.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, theThe Company and each of its Subsidiaries each # has timely made or filed all United States federal,foreign, federal and state and local income and all foreign income and franchiseother material tax returns, reports and declarations required by any jurisdiction to which it is subject, # has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarationsdeclarations, except those being contested in good faith and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiaryand its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, theThe Company and each of its Subsidiaries each # has made or filed all United States federal,federal and state and local income and all foreign income and franchiseother material tax returns, reports and declarations required by any jurisdiction to which it is subject, #subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books reserves reasonably adequate for the payment of all unpaid and unreported taxes or filed valid extensions) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarationsdeclarations, except those being contested in good faith and # has set aside on its books provisionreserves reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. ThereTo the Company’s knowledge, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.jurisdiction.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, theThe Company and each of its Subsidiaries each # has made or filed all United States federal,federal and state and local income and all foreign income and franchiseother material tax returns, reports and declarations required by any jurisdiction to which it is subject, #subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books reserves reasonably adequate for the payment of all unpaid and unreported taxes or filed valid extensions) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarationsdeclarations, except those being contested in good faith and # has set aside on its books provisionreserves reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. ThereTo the Company’s knowledge, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.jurisdiction.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, theThe Company and each of its Subsidiaries each # has made or filed all United States federal, state and localforeign income and all foreign income and franchiseother tax returns, reports and declarations required by any jurisdiction to which it is subject, #subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarationsdeclarations, except those being contested in good faith and # has set aside on its books provisionprovisions reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

Tax Status. Except for mattersThe Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not,not have a Material Adverse Effect. No tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would have, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, theEffect. The Company and its Subsidiaries each # has made or filed all United Statesno knowledge of any federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, # has paid all taxes andor other governmental assessments and charges that are material in amount, showntax deficiency, penalty or determined toassessment which has been or might be due on such returns, reports and declarations and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods toasserted or threatened against it which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.would have a Material Adverse Effect

Tax Status. Except for matters that would not, individuallyTaxes. The Company and its Subsidiaries # have filed all Federal, state and other material tax returns and reports required to be filed, 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 otherwise due and payable, except, in the aggregate,case of this clause (b), (i) 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 or # to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each # has made or filed all United States federal, state and local income and all foreign income and franchiseEffect. There is no proposed tax returns, reports and declarations required by any jurisdiction to which it is subject, # has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers ofassessment against the Company or of any Subsidiary know of no basis forthat would, if made, have a Material Adverse Effect. Neither any such claim.Loan Party nor any Subsidiary thereof is party to any tax sharing agreement, other than the Tax Receivable Agreement.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries each # has made or filed all United States federal,federal and state and local income and all foreign income and franchiseother material tax returns, reports and declarations required by any jurisdiction to which it is subject, #subject (unless and only to the extent that and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarationsdeclarations, except those being contested in good faith and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

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