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. The PurchaserBuyer and any Purchaser Affiliatethe Company shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any payments madeamount payable 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, fromLaw; provided, that promptly upon becoming aware of any consideration paidpotential required withholding (other than in respect of wages or other compensation) and prior to effecting any such withholding, Buyer shall notify the Seller, each applicableaffected Seller Affiliateof such withholding in writing in reasonable detail and shall cooperate with such Seller to reduce or eliminate any other recipientwithholding that otherwise would be required. Amounts withheld pursuant to this Agreement. To the extent that amounts are so withheld[Section 2.5] and paid over to the appropriate taxing authority, such withheld amountsTax 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. 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.

Withholding. TheNotwithstanding anything in this Agreement to the contrary, Purchaser and any Purchaser Affiliateits Affiliates shall be entitled to deduct and withhold from any payments madethe 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 be deducteddeduct and withheldwithhold under the Code, or any provision of state, local, county or foreign Tax Law, with respect to the making of such payments underpayment; 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 any(or other applicable Tax Law, fromLaw) requiring such withholding or deduction, and prior to any consideration paidsuch withholding, both the applicable payor and applicable payee shall use reasonable best efforts to the Seller, each applicable Seller Affiliate andminimize any other recipient pursuant to this Agreement.such Taxes. To the extent that amounts are so withheld and paid over to the appropriate taxing authority,applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Personholder of the Acquired Assets in respect of whichwhom 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.

Withholding. The Purchaser and any Purchaser AffiliateBuyer shall be entitled to deduct and withhold from any payments madethe consideration otherwise payable pursuant to this Agreement such amounts as areit is required to be deducteddeduct and withheldwithhold with respect to the making of such paymentspayment under the CodeCode, or any other applicable Tax Law, fromprovision of state, local or foreign Law. If Buyer determines that any consideration paid to the Seller, each applicable Seller Affiliate and any other recipientdeduction or withholding is required in respect of a payment pursuant to this Agreement.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 that amounts are sodeducted or withheld in accordance with this Section 5.03(f) and paidremitted to the appropriate taxing authority,applicable 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 suchthe deduction andor 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.

Withholding. TheNotwithstanding anything in this Agreement to the contrary, Purchaser and any Purchaser Affiliateits Affiliates 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 considerationotherwise payable pursuant to this Agreement to Sellerany holder of Acquired Assets such amounts as Purchaser or any of its Affiliates are required to deduct and such consideration is in respectwithhold under the Code, or any provision of any Purchased Assets sold by a Seller Affiliate, Seller shall act as the withholding agent for U.S. federal incomestate, local, county or foreign Tax purposesLaw, with respect to the making of such consideration.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

Withholding. The PurchaserBuyer and any Purchaser AffiliateSeller 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 from any payments made pursuant to this Agreement such amounts as are required(or cause to be deducted and withheldwithheld) 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 payments under the Codetax, it shall remit (or cause to be remitted) any amount withheld or any other applicable Tax Law, from any consideration paid to the Seller, each applicable Seller Affiliate and any other recipientdeducted pursuant to this Agreement. To the extent that amounts are so withheld and paid‎Section 6.2 to the appropriaterelevant taxing authority,authority (and such withheld 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 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 thean Indemnified Tax, Seller shall use commercially reasonable effortsmake a payment to cooperate in good faithBuyer so that, after all such required deductions and withholdings attributable to addressamounts payable to Buyer hereunder (including any deductions 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 purposeswithholdings required with respect to such consideration.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.

Withholding. The Purchaser6.1Withholding. Unless required by a change in Law after the date hereof, Purchaser, its Affiliates, and any Purchaser Affiliateof their agents, shall be entitled tonot deduct and withhold from any payments madeamount otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheldother 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 payments under the CodePerson 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 other applicable Tax Law, fromsuch proposed withholding or deduction. If any considerationamount is so withheld, such amount shall be # properly and timely paid over to the Seller, each applicable Seller AffiliateGovernmental Entity 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 inwith respect ofto which such deduction andor 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.imposed.