Withholding. The Purchaser and any Purchaser Affiliate shall be entitled to deduct and withhold from any payments made pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to such payments under the Code or any other applicable Tax Law, from any consideration paid to the Seller, each applicable Seller Affiliate and any other recipient pursuant to this Agreement. To the extent that amounts are so withheld and paid to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The foregoing notwithstanding, if the Purchaser determines that any Taxes are required to be deducted and withheld, then the Purchaser shall provide notice to the Seller of such determination and allow the Seller the opportunity to provide any Tax forms, reports or certificates as may be permitted by applicable Law to reduce or eliminate such withholding or deduction. The Purchaser and the Seller shall use commercially reasonable efforts to cooperate in good faith to address and mitigate any proposed deduction or withholding. Any amount withheld pursuant to this [Section 1.8] shall be remitted to the appropriate Governmental Body in accordance with applicable Law. For the avoidance of doubt, to the extent Purchaser or any Purchaser Affiliate pay any consideration pursuant to this Agreement to Seller and such consideration is in respect of any Purchased Assets sold by a Seller Affiliate, Seller shall act as the withholding agent for U.S. federal income Tax purposes with respect to such consideration.

Section # Withholding. Buyer and the Company shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law; provided, that promptly upon becoming aware of any potential required withholding (other than in respect of wages or other compensation) and prior to effecting any such withholding, Buyer shall notify the affected Seller of such withholding in writing in reasonable detail and shall cooperate with such Seller to reduce or eliminate any withholding that otherwise would be required. Amounts withheld pursuant to this [Section 2.5] and paid over to the appropriate Tax authority shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Notwithstanding anything in this Agreement to the contrary, Purchaser and its Affiliates shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Acquired Assets such amounts as Purchaser or any of its Affiliates are required to deduct and withhold under the Code, or any provision of state, local, county or foreign Tax Law, with respect to the making of such payment; provided, however, that the applicable payor shall provide Sellers with a written Notice of such payor’s intention to withhold at least five (5) Business Days prior to such withholding, indicating # the amount to be withheld or deducted with respect to each Person from which any amount is to be withheld or deducted and # the relevant provisions of the Code (or other applicable Law) requiring such withholding or deduction, and prior to any such withholding, both the applicable payor and applicable payee shall use reasonable best efforts to minimize any such Taxes. To the extent that amounts are so withheld and paid over to the applicable Governmental Authority, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of the Acquired Assets in respect of whom such deduction and withholding was made.

Withholding. Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Law. If Buyer determines that any deduction or withholding is required in respect of a payment pursuant to this Agreement, Buyer shall use its commercially reasonable efforts to provide notice to Seller at least four (4) Business Days prior to the date on which such payment is to be made, with a written explanation substantiating the requirement to withhold. To the extent amounts are deducted or withheld in accordance with this Section 5.03(f) and remitted to the applicable Taxing Authority, such amounts shall be treated for purposes of this Agreement as having been paid to the Person in respect of which the deduction or withholding was made.

Notwithstanding anything in this Agreement to the contrary, Purchaser and its Affiliates shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Acquired Assets such amounts as Purchaser or any of its Affiliates are required to deduct and withhold under the Code, or any provision of state, local, county or foreign Tax Law, with respect to the making of such payment; provided, however, that the applicable payor shall provide Sellers with a written Notice of such payor’s intention to withhold at least five (5) Business Days prior to such withholding, indicating # the amount to be withheld or deducted with respect to each Person from which any amount is to be withheld or deducted and # the relevant provisions of the Code (or other applicable Law) requiring such withholding or deduction, and prior to any such withholding, both the applicable payor and applicable payee shall use reasonable best efforts to minimize any such Taxes. To the

Buyer and Seller acknowledge and agree that, under Applicable Law as of the date of this Agreement, no taxes are expected to be deducted or withheld from payments under this Agreement. Buyer and Seller shall each be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable under this Agreement (but for this sentence) any amounts that it is required to deduct or withhold under Applicable Law with respect thereto; provided that if Buyer or Seller shall be required to withhold or deduct any such tax, it shall remit (or cause to be remitted) any amount withheld or deducted pursuant to this ‎Section 6.2 to the relevant taxing authority (and such amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid). Notwithstanding the foregoing, if amounts are deducted or withheld from amounts payable to Buyer in respect of an Indemnified Tax, Seller shall make a payment to Buyer so that, after all such required deductions and withholdings attributable to amounts payable to Buyer hereunder (including any deductions and withholdings required with respect to any additional payments under this ‎Section 6.2), Buyer receives an amount equal to the amount that it would have received had no deductions or withholdings on account of Indemnified Taxes been made.

6.1Withholding. Unless required by a change in Law after the date hereof, Purchaser, its Affiliates, and any of their agents, shall not deduct and withhold from any amount otherwise payable pursuant to this Agreement other than with respect to amounts # as a result of a failure to deliver the certificate or applicable tax form described in [Section 1.3(b)(i)(C) or (b)])] which are treated as wages for U.S. federal income tax purposes. If any of Purchaser or its Affiliates or agents proposes to withhold any amounts, such Person shall use its reasonable best efforts to notify Sellers at least five business days in advance of making any such withholding or deduction and use its reasonable best efforts to cooperate with Sellers in reducing or eliminating any such proposed withholding or deduction. If any amount is so withheld, such amount shall be # properly and timely paid over to the applicable Governmental Entity and # treated for all purposes of this Agreement as having been paid to the Person with respect to which such deduction or withholding was imposed.