Common use of Payment of Taxes Clause in Contracts

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All material United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed in a timely filedmanner, if any and all such tax returns were required to be filed, are correct and complete in all material respects and all taxes shown by such returns or otherwise assessed, which are due and payable, payable have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has and its subsidiaries have filed in a timely filed manner all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law (other than United States federal income tax law), except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has all such tax returns are correct and complete in all material respects. The Company and its subsidiaries have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries(other than United States federal income taxes) due, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals accruals, and reserves on the consolidated books of the Company in respect of any income and corporation tax liability taxes for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All material United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed in a timely filed, if any such returns were required to be filedmanner, and all such tax returns are correct and complete in all material respects and all United States federal income taxes shown by such returns or otherwise assessed, which are due and payable, payable have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has and its subsidiaries have filed in a timely filed manner all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law (other than United States federal income tax law), except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has all such tax returns are correct and complete in all material respects. The Company and its subsidiaries have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries(other than United States federal income taxes) due, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals accruals, and reserves on the consolidated books of the Company in respect of any income and corporation tax liability taxes for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any except insofar as the failure to file such returns were required would not reasonably be expected to be filedresult in a Material Adverse Effect, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries required by law to file tax returns have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect. gg.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all material taxes shown by such returns or otherwise assessed, which are due and payable, taking into account any requested extensions permitted by applicable law, have been paid, except assessments against which appeals have been or will be promptly taken in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have filed all other material tax returns that are required to have been filed filed, taking into account requested extensions permitted by it applicable law, by them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effectlaw, and has paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested assessments against which appeals have been or will be promptly taken in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, state local or other law except insofar as the failure to file such returns would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectrelevant subsidiary, as applicable. The charges, accruals and reserves on the consolidated books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined or otherwise closed to assessment are adequate to meet any assessments or re-assessments for additional income or corporation tax for any years not finally determinedsuch years, except to the extent of any inadequacy in respect of such accruals and reserves that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any except insofar as the failure to file such returns were required would not reasonably be expected to be filedresult in a Material Adverse Effect, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries required by law to file tax returns have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken contested in good faith and as to which adequate reserves have been provided or in the Company’s financials in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectGAAP. The Company has timely and the Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns returns, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, any Subsidiary except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company and the Subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined. Except as otherwise disclosed in the Registration Statement, except the Pricing Disclosure Package and the Prospectus, there is no material tax deficiency that has been or would reasonably be expected to be asserted against the extent Company or any of its Subsidiaries or any inadequacy that would not result in a Material Adverse Effectof their respective properties or assets.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company for the past three tax years have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company Fund required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken that are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company Fund has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesFund, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company Fund in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect. All material taxes which the Fund is required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Fund.

Payment of Taxes. All United States federal income tax returns of the Company and each of its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes other than as would not result reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. The Company and each of its subsidiaries has timely filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesany such subsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company or with respect to which the failure to pay any such taxes subsidiary, other than as would not result reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are believed to be adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken contested in good faith and as to which adequate reserves have been provided or in the Company’s financials in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectGAAP. The Company has timely and the Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns returns, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, any Subsidiary except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company and the Subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined. Except as otherwise disclosed in the Registration Statement, except the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been or would reasonably be expected to be asserted against the extent Company or any of its Subsidiaries or any inadequacy that would not result in a Material Adverse Effectof their respective properties or assets.

Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in conformity with respect to which GAAP. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2016 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are are, in conformity with GAAP, adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes other than as would not result reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. The Company has timely filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes Company, other than as would not result reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are believed to be adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2018 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed as of the date hereof have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in accordance with respect to which GAAP by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or established by the Company in accordance with respect to which GAAP, and except insofar as the failure to pay such taxes would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2013 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended September 30, 2014 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States U.S. federal income tax returns of the Company Transaction Entities and their subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except for such taxes or assessments against which appeals have been or will be promptly taken as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The Company has timely Transaction Entities and their subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesTransaction Entities and their subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company Transaction Entities in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2012 have been filed and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, Effect and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its and Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be and accurately filed, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The Company has timely and accurately filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation other tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income or other tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Bank required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken contested in good faith and as to which adequate reserves have been provided or in the Company’s financial statements included in the Registration Statement in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectGAAP. The Company has timely and the Bank have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns returns, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, the Bank except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to provided, except in the case in which the failure to pay such taxes would not not, individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on in the consolidated books of the Company applicable financial statements referred to in Section 1(a)(viii) in respect of any income and corporation corporate tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income or corporate tax for any years not finally determined. Except as otherwise disclosed in the Registration Statement, except to the extent Pricing Disclosure Package and the Prospectus, there is no outstanding tax deficiency that has been asserted against the Company or the Bank or any of any inadequacy that would not result in a Material Adverse Effecttheir respective properties or assets.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2005 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except where the failure to so file or pay would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and the Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its and the Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by on such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2003 have been settled and no assessment in a Material Adverse Effectconnection therewith is outstanding against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as that are being contested in good faith and as to which adequate reserves have been provided or with respect to which except insofar as the failure to pay such taxes would not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been for such taxes or will be promptly taken assessments, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed as of the date hereof and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken in good faith by the Company and as to which adequate reserves have been provided or on the books in accordance with respect to which GAAP by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, or local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established and provided or on the books in accordance with respect to which GAAP by the Company and except insofar as the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy inadequacy, singly or in the aggregate, that would not result in a Material Adverse Effect.

Payment of Taxes. All Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been filed or a timely filed, if any such returns were required to be filed, extension thereof has been requested and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal federal, provincial and foreign income tax returns of the Company and its subsidiaries required by law to be filed have been timely filedfiled (in Canada, if any such returns were required to be filed, the United States and otherwise) and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paidpaid (except in any case in which the failure to so file would not have a Material Adverse Effect), except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The federal, provincial and foreign income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2013 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in conformity with respect to which GAAP. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2015 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are are, in conformity with GAAP, adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company Transaction Entities required by law to be filed have been filed in a timely filedmanner, if any and all such tax returns were required to be filedare correct and complete in all material respects, and all taxes shown by such returns or otherwise assessed, which are due and payable, payable have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result provided. The Transaction Entities have filed in a Material Adverse Effect. The Company has timely filed manner all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, and all such tax returns are correct and complete in all material respects, except insofar as the failure to file such returns would not not, individually or in the aggregate, result in a Material Adverse Effect, and has the Transaction Entities have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesdue, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which provided. No tax deficiency has been asserted in writing against the failure to pay Transaction Entities, nor does any such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect entity know of any income and corporation tax liability for deficiency that is likely to be asserted and, if determined adversely to any years not finally determined are adequate to meet any assessments such entity, would have, individually or re-assessments for additional income tax for any years not finally determinedin the aggregate, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal federal, provincial and foreign income tax returns of the Company and its subsidiaries required by law to be filed have been timely filedfiled (in Canada, if any such returns were required to be filed, the United States and otherwise) and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paidpaid (except as would not, singly or in the aggregate, result in a Material Adverse Effect), except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have otherwise filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal and state income tax returns of the Company and the Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken contested in good faith and as to which adequate reserves have been provided or in the Company’s financials in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectGAAP. The Company has timely and the Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns returns, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, any Subsidiary except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or in the Company’s financials in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectGAAP. The charges, accruals and reserves on the consolidated books of the Company and the Subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined. Except as otherwise disclosed in the Registration Statement, except the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been or would reasonably be expected to be asserted against the extent Company or any of its Subsidiaries or any inadequacy that would not result in a Material Adverse Effectof their respective properties or assets.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiary required by law to be filed have been timely filed, if any such returns were required to be filed, filed as of the date hereof and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken in good faith by the Company and as to which adequate reserves have been provided or on the books in accordance with respect to which GAAP by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The Company has and its subsidiary have timely filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, or local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established and provided or on the books in accordance with respect to which GAAP by the Company and except insofar as the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy inadequacy, singly or in the aggregate, that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in conformity with respect to which GAAP. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2015 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due due, if any, pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are are, in conformity with GAAP, adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in conformity with respect to which GAAP. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2017 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company, or with respect to which insofar as the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are are, in conformity with GAAP, adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in conformity with respect to which GAAP. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2016 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company, or with respect to which insofar as the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are are, in conformity with GAAP, adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been timely filed, if any filed or extensions to file such returns were required to be filed, have been timely requested and all taxes whether or not shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due whether or not pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company or with respect to which where the failure to pay such taxes would not result in have a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All Except, in each case, as would not result in a Material Adverse Effect, all United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any filed (or the Company or its subsidiaries has duly requested extensions to such returns were required to be filedfilings), and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments for such taxes or assessments, if any, as are being contested in good faith or against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended August 31, 2009 have been closed and no unpaid assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns returns, or permitted extensions, that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns (or extensions) would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxestaxes or assessments, if any, as are being contested in good faith or against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2018 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result result, individually or in the aggregate, in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result result, individually or in the aggregate, in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 200l have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All material United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result extent under GAAP. The United States federal income tax returns of the Company through the fiscal year ended December 31, 2005, have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect established by the Company to which the failure to pay such taxes would not result in a Material Adverse Effectextent under GAAP. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken contested in good faith and as to which adequate reserves have been provided or in the Company's financials in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectGAAP. The Company has timely and the Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns would returns, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, any Subsidiary except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company and the Subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined. Except as otherwise disclosed in the Registration Statement, except the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been or would reasonably be expected to be asserted against the extent Company or any of its Subsidiaries or any inadequacy that would not result in a Material Adverse Effectof their respective properties or assets.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed (taking into account any timely requested extensions thereof) have been timely filed, if any such returns were required to be filed, filed and all United States federal income taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken assessments, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2012 are closed and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years for which the applicable statute of limitations has not finally determined yet expired are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determinedsuch years, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal federal, provincial and foreign income tax returns of the Company and the Subsidiary required by law to be filed have been timely filedfiled (in Canada, if any such returns were required to be filed, the United States and otherwise) and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paidpaid (except as would not, singly or in the aggregate, result in a Material Adverse Effect), except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and the Subsidiary have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesand the Subsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries and Joint Ventures required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay provided, and all such taxes would not result returns are true and correct in a Material Adverse Effectall material respects. The Company has timely and its Subsidiaries and Joint Ventures have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided provided, and all such returns are true and correct in all material respects. The Company has made appropriate provisions in the Company’s financial statements that are incorporated by reference into the Registration Statement (or with otherwise described in the General Disclosure Package and the Prospectus) in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books tax liability of the Company in respect of any income Company, its Subsidiaries and corporation tax liability for any years its Joint Ventures has not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not been finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed by them (taking into account any timely requested extensions thereof) have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the most recent fiscal year have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal federal, provincial and foreign income tax returns of the Company and its subsidiaries required by law to be filed have been timely filedfiled (in Canada, if any such returns were required to be filed, the United States and otherwise) and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paidpaid (except as would not, singly or in the aggregate, result in a Material Adverse Effect), except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2011 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all material taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2005 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in accordance with respect to which GAAP. The United States federal income tax returns of the failure to pay such taxes would not result Company that are due through the fiscal year ended December 31, 2020 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or established by the Company in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectIFRS. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed (taking into account timely filed, if any such returns were required to be filed, requested extensions) and all taxes shown by such returns or all U.S. federal income taxes otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them or have timely requested extensions thereof pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal applicable income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2005 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, statenational, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any filed or extensions relating to such returns were required to be filed, have been timely filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have filed all other tax returns or extensions relating to such returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiary required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. For the failure to pay such taxes would not result United States federal income tax returns of the Company through the fiscal year ended January 1, 2006, no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely and its subsidiary have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate (in accordance with GAAP) to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with provided. No assessment has been made against the Company in respect to which of United States federal income tax returns of the failure to pay such taxes would not result in a Material Adverse EffectCompany through the fiscal year ended December 31, 2009. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and each of its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes other than as would not result in reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries has timely filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in reasonably be expected to have a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariessuch subsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes Company, other than as would not result in reasonably be expected to have a Material Adverse Effect. The Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, the charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are believed to be adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in reasonably be expected to have a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in accordance with respect to which GAAP by the failure to pay such taxes would not result Company. The United States federal income tax returns of the Company through the fiscal year ended December 31, 2017 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed on or prior to the date hereof (taking into account any applicable extension of time within which to file) have been timely filed, if any such returns were required to be filed, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals or contests have been or will be promptly taken or commenced and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes shown on such filed returns that are due pursuant to such filed returns or taxes due pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries relating to any such returns, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All material United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed in a timely filed, if any manner and all such tax returns were required to be filed, are correct and complete in all material respects and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has and its subsidiaries have filed in a timely filed manner all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, and all such tax returns are correct and complete in all material respects, except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has all such tax returns are correct and complete in all material respects. The Company and its subsidiaries have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesdue, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect any assessments that would not, singly or in the aggregate, reasonably be expected to which the failure to pay such taxes would not result in a Material Adverse Effect. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company or with respect any assessments that would not, singly or in the aggregate, reasonably be expected to which the failure to pay such taxes would not result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any the Company’s income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in provided, except a Material Adverse Effect. The United States federal income tax returns of the Company through the fiscal year ended June 30, 2005 have been settled and no assessment in connection therewith has timely been made against the Company. The Company and its Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in provided, except a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Subsidiary required by law to be filed before the date hereof have been timely filed, if any except insofar as the failure to file such returns were required to be filedwould not result in a Material Adverse Effect, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and the Subsidiary have filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, state or local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesand the Subsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company or with respect to which the failure to pay such taxes would not result in a Material Adverse EffectSubsidiary. The charges, accruals and reserves on the consolidated books of the Company and the Subsidiary in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal federal, state and foreign income tax returns of the Company and its Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paidpaid (except as would not, singly or in the aggregate, result in a Material Adverse Effect), except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and each Subsidiary have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesand any Subsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or in accordance with respect to which GAAP by the failure to pay such taxes would not result Company. The United States federal income tax returns of the Company through the fiscal year ended December 31, 2018 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been timely filed, if filed by them (taking into account any such returns were required to be filed, applicable extensions) have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, in each case, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which insofar as the failure to pay such taxes do so would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The United States federal income tax returns of the Company through the fiscal year ended September 30, 2019 have been filed, and no assessment in connection therewith has timely been made against the Company. The Company and the Subsidiaries have filed all other tax returns that are required to have been filed by it them (taking into account any applicable extensions) pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its and the Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the Company or, in each case, insofar as the failure to pay such taxes or file such returns would not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any current assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

Payment of Taxes. All United States federal federal, state and foreign income tax returns of the Company and the Subsidiary required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paidpaid (except as would not, singly or in the aggregate, result in a material adverse effect ), except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and the Subsidiary have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effectmaterial adverse effect on the Company’s financial condition, business or operations, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesand the Subsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effectmaterial adverse effect on the Company’s financial condition, business or operations.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided, and except where the failure to file such returns or pay such taxes would not result in reasonably be expected to have a Material Adverse Effect. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2021 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed (taking into account valid extensions) and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken contested in good faith and as to which adequate reserves have been provided or in the Company’s financials in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectGAAP. The Company has timely and the Subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns returns, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and has have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiaries, any Subsidiary except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company and the Subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All material United States federal income tax returns of the Company and the Subsidiaries required by law to be filed have been filed in a timely filedmanner, if any and all such tax returns were required to be filedare correct and complete in all material respects, and all taxes shown by such returns or otherwise assessed, which are due and payable, payable have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has and the Subsidiaries have filed in a timely filed manner all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law law, and all such tax returns are correct and complete in all material respects, except insofar as the failure to file such returns would not not, individually or in the aggregate, result in a Material Adverse Effect, and has the Company and the Subsidiaries have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariesdue, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result provided. No tax deficiency has been asserted in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of writing against the Company in respect or any Subsidiary, nor does any such entity know of any income and corporation tax liability for deficiency that is likely to be asserted and, if determined adversely to any years not finally determined are adequate to meet any assessments such entity, would have, individually or re-assessments for additional income tax for any years not finally determinedin the aggregate, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and each of its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes other than as would not result in reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries has timely filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in reasonably be expected to have a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its Subsidiariessuch subsidiary, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes Company, other than as would not result in reasonably be expected to have a Material Adverse Effect. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are believed to be adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in reasonably be expected to have a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except for (1) assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes (2) other than as would not result reasonably be expected to, singly or in the aggregate, have a Material Adverse EffectChange. The Company has timely filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse EffectChange, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for (1) such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company or with respect to which the failure to pay such taxes (2) other than as would not result reasonably be expected to, singly or in the aggregate, have a Material Adverse EffectChange. The Except as disclosed in the Registration Statement and the Prospectus, the charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are believed to be adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse EffectChange.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2022 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not not, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which established by the failure to pay such taxes would not result in a Material Adverse EffectCompany. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not not, singly or in the aggregate, result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed by them have been timely filed, if any such returns were required to be filed, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effect. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has all taxes shown as due on such returns or United States federal income taxes otherwise assessed against the Company and its subsidiaries, which #98069312v14 302805643 v12 Exhibit 1.1 are due and payable, have been paid, except assessments against which appeals, contests, or similar proceedings have been or will be promptly taken and as to which adequate reserves have been provided in accordance with IFRS. The Company and its subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, or local law, except insofar as the failure to file such returns would not result in a Material Adverse Effect, and have paid all taxes shown as due pursuant to on such returns or all taxes imposed pursuant to any assessment received by applicable foreign, state, or local law that are otherwise assessed against the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as that are being contested in good faith and as to which adequate reserves have been provided established by the Company or any of its subsidiaries in accordance with respect to which the failure to pay such taxes would not result in a Material Adverse EffectIFRS. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which provided. The United States federal income tax returns of the failure to pay such taxes would not result Company through the fiscal year ended December 31, 2005 have been settled and no assessment in a Material Adverse Effectconnection therewith has been made against the Company. The Company has timely filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, federal, state, local or other law law, except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or its SubsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been timely filed, if any such returns were required to be filed, filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except taxes for which the failure to file a return or to pay could not reasonably be expected to result in a Material Adverse Effect or assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided or with respect to which the failure to pay such taxes would not result in a Material Adverse Effectprovided. The Company has timely and its subsidiaries have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, federal, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or and its Subsidiariessubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided established by the Company or with respect to which the failure of which to pay such taxes would could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.