Seller Parties have filed through the date hereof, and shall file through the date of Closing, all income, franchise, property, ad valorem, sales, payroll, and other tax returns and other reports which they are required by law to file and have paid all taxes which have or will become due pursuant to applicable law, such returns, or any assessment received by them. All such tax returns accurately reflected in all material respects the taxes due and conformed to applicable law. None of Seller Parties has received any notice of a proposed assessment of a tax. The federal income tax returns of Seller Parties have not been examined or audited by the Internal Revenue Service (the “IRS”) for any year since 2011. None of Seller Parties (a) has filed any consent or agreement under Section 341(f) of the Internal Revenue Code; (b) executed any waiver of statutes of limitation for federal income or other tax liability; (c) joined in the filing of consolidated returns for any year; or (d) been required to file a consolidated return in any year.