Each of Buyer and the Escrow Agent 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 under applicable Law with respect to the making of such payment, and such withheld amounts shall be remitted by Buyer or the Escrow Agent (as applicable) to the applicable Governmental Entity within the time and in the manner required by applicable Law and shall be treated for all purposes of this Agreement as having been paid to the party in respect of whom such deduction and withholding was made.