All federal, state, local, and foreign tax returns required to be filed by Seller have been filed on a timely basis, all of which returns are correct and complete, and all taxes due and payable on or before the Effective Date (including but not limited to any general-excise taxes and surcharges) by Seller have been paid. There are no threatened claims or claims pending against Seller for past-due taxes, and there are not now any matters under discussion with federal, state, local, or foreign authorities relating to any additional taxes or assessments against Seller. All taxes and other assessments and levies which Seller is or has been required by law to withhold or to collect have been duly withheld and collected, and have been timely paid to the proper governmental authorities. All contributions and payments for workers’ compensation, unemployment compensation, and the like which Seller has been required by law to make or pay have been duly made or paid.