ordance with applicable law. (ii) As of the Effective Time, the Company: (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) The Company has not been delinquent in the payment of any Tax nor is there any Tax deficiency outst