Notwithstanding any other provision of this Agreement, Parent and Surviving Corporation and its Subsidiaries shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts payable or otherwise deliverable pursuant to this Agreement or in connection with the re-allocation of Shares under Non-Company Warrants such amounts as are required to be withheld with respect to the making of such payment under any provision of U.S. federal, state, local, or other Tax Law, and to request any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information for the purpose of determining whether such withholding is required.  In such event, Parent shall notify the Representative of its intention to deduct or withhold and the Parties shall cooperate in good faith to minimize to the extent permissible under Applicable Law the amount of any such deduction or withholding, including by providing any certificates or forms that are reasonably requested to establish an exemption from (or reduction in) any deduction or withholding; provided that nothing in this sentence shall require Parent to incur any expense or take any tax position with which it in good faith disagrees.  To the extent that amounts are so withheld, 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.