(a) The Company has filed all returns, declarations, reports and statements required to be filed or sent by it prior to the Closing Date relating to all federal, state, local and foreign taxes (“Taxes”), including, without limitation, income, property, sales, use, franchise, added value, Employees’ income withholding and social security taxes (collectively, the “Returns”); (b) all Returns were and are complete and correct in all respects, and prepared and filed in accordance with applicable Law; (c) Company has timely paid all Taxes shown as due and payable on the Returns or otherwise due from Company, together with any interest, penalties, assessments or deficiencies related thereto; (d) there are no unpaid Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction as of the Effective Date, and the officers of the Company know of no basis for any such claim; and (e) none of the Company’s tax returns is presently being audited by any taxing authority. 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. All monies required to be withheld by the Company from its Employees for income taxes, social security and other payroll taxes have been collected or withheld and either paid to the appropriate governmental agencies, set aside in accounts for such purpose or accrued, reserved against and entered upon the books of the Company.