With respect to all Taxes related to B&D or Seller’s acquisition, ownership or operation of the Assets, (a) all reports, returns, statements (including estimated reports, returns or statements) and other similar filings (the “ Tax Returns ”) required to be filed by or with respect to B&D or with respect to the Assets have been timely filed with the appropriate Governmental Body in all jurisdictions in which such Tax Returns are required to be filed, (b) such Tax Returns are true and correct in all material respects, and (c) all Taxes with respect to B&D or Seller’s acquisition, ownership or operation of the Assets have been timely paid in full, except those being contested in good faith in connection with the matters set forth on Schedule 5.7 , and in the case of B&D for which adequate reserves have been established in accordance with GAAP. With respect to all Taxes related to B&D or Seller’s acquisition, ownership or operation of the Assets, except as set forth on Schedule 5.7 , (w) Seller has not received written notice of any claim from any applicable Governmental Body for the assessment of any Taxes with respect to B&D or the Assets; (x) there is not currently in effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any such Tax; (y) there are no administrative proceedings or lawsuits pending against the Assets, B&D or Seller by any taxing authority; and (z) there are no Tax liens on any of the Assets except for liens for Taxes not yet due. B&D is and at all times since its formation has been treated as a partnership for U.S. federal income tax purposes. B&D has in effect, or is eligible to make for the tax year that includes the Closing, a valid election pursuant to Section 754 of the Code.