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 Tax Law. Assuming Seller delivers to Buyer the certificate described in Section 7.5(b)(viii) , Buyer is not aware of any obligation to deduct or withhold on any consideration payable pursuant to this Agreement. In the event Buyer becomes aware of any such obligation, Buyer will promptly notify Seller and cooperate with Seller to reduce or eliminate any such withholding. To the extent that such amounts are so withheld, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid to Seller in respect of which such deduction and withholding was made by such Party.