MHI Inc., the Partnership, and any escrow agent or transfer agent shall be entitled to deduct and withhold from the Share Consideration payable pursuant to this Agreement such amounts as such Person is required to deduct and withhold under the Code or any provision of U.S. state or local or non-U.S. Tax Law. To the extent that amounts are so deducted and withheld and paid over to the applicable Taxing Authority by , 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.