The Purchase Price shall be paid to each Seller and, as applicable, such Seller’s Entities subject to any and all U.S. federal, state, local or foreign income, backup withholding or withholding taxes unless such Seller or, as applicable, such Seller’s Entities provide a properly completed and executed Internal Revenue Service Form W-9 which certifies the Seller’s or such Seller’s Entity’s U.S. person status and taxpayer identification number.