(a) There are no material Security Interests for Taxes on any of the AVS Assets, other than Permitted Encumbrances, (b) all material Tax Returns required to be filed (taking into account any applicable extensions) with respect to the AVS Assets or the AVS Business have been duly and timely filed, and all such Tax Returns are true and correct in all material respects, (c) all material amounts of Taxes required to be paid with respect to the AVS Assets or the AVS Business have been timely paid in full, (d) Seller and its Subsidiaries have complied in all material respects with all applicable Laws regarding the collection, withholding and remittance to the appropriate Taxing Authority of amounts required to be collected or withheld by any of them with respect to the AVS Assets, the AVS Business and the Assumed AVS Liabilities, and (e) there is no material action, suit, proceeding, investigation, audit or claim with respect to a material amount of Taxes (“ Tax Proceeding ”) pending or asserted in writing with respect to the AVS Assets or the AVS Business. Except for the Canadian AVS Assets, none of the AVS Assets constitute “taxable Canadian property” within the meaning of the Income Tax Act (Canada). Cooper-Standard Automotive Canada Limited is or is deemed to be a resident of Canada within the meaning of the Income Tax Act (Canada).