ordance with applicable law. (ii) Zap Santa Cruz: (a) has paid or accrued all Taxes it is required to pay or accrue; and (b) has withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld as of that date. (iii) Zap Santa Cruz has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or