To Seller’s Knowledge, Seller has filed all tax returns required to be filed with respect to the Assets, and paid in full all Taxes owed with respect to the Assets (whether or not shown on a Tax Return).  To Seller’s Knowledge, there are no liens for Taxes on any of the Assets other than with respect to Taxes not yet due and payable.  None of the Assets are (or will be as of the Closing Date) held in an arrangement (other than as may arise by virtue of Seller’s organizational or governing documents) that is treated as a partnership or any entity for federal, state or local income Tax purposes.