Buyer shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts payable, or deemed to be paid, pursuant to this Agreement any withholding Taxes required under the Code or any applicable Governmental Authority to be deducted and withheld; provided , however , Buyer shall give Seller notice of its intent to deduct or withhold at least two (2) Business Days prior to making such deduction or withholding. Buyer, Seller and each of their respective Affiliates shall cooperate in good faith to eliminate or reduce any required deduction and withholding.