On a Property by Property basis, the Partnership shall be entitled to deduct and withhold from the consideration payable pursuant to this Agreement on account of that Property to any recipient of the OP Units or the Cash Consideration pursuant to this Agreement, such amounts as the Partnership is required to deduct and withhold and remit under the Code or any applicable provision of federal, state, local or non-U.S. tax law first from the Cash Consideration until and unless there is no Cash Consideration or the Cash Consideration has been exhausted, and only then from the OP Units. To the extent that amounts are so withheld by the Partnership in respect of a recipient, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such recipient.