Parent acknowledges that it does not intend, based on applicable legal requirements as of the date of this Agreement, to withhold Taxes from any consideration payable pursuant to this Agreement. Notwithstanding the foregoing, each of Parent and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to the Seller such amounts as it reasonably determines that it is required to deduct and withhold under the Code or any provision of federal, state, local or foreign Tax Law with respect to the making of such payment. If Parent becomes aware of any tax withholding requirement which shall become applicable to any payment of consideration hereunder, it shall give notice of the same to the Seller. To the extent that amounts are so withheld and are paid over to the applicable Governmental Authority or other designated recipient, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.