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 have, in each case, made or filed all federal, state, foreign, local and other tax returns that are required to be made or filed by it and has paid or made provision for the payment of all taxes and other governmental assessments and charges that are material in amount.  There are no unpaid taxes in any material amount claimed to be due by the taxing authorities of any jurisdiction.