Each of Parent, the Company and the Surviving Entity will be entitled to deduct and withhold from the consideration otherwise payable to any Equityholder or Blocker Seller such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or under any other Legal Requirement. Parent, the Company and the Surviving Entity (as the case may be) will provide each Equityholder (other than an employee of the Company or any Company Subsidiary) or Blocker Seller (as the case may be) with written notice of such intended deduction or withholding within a commercially reasonable period of time before such deduction or withholding is required. Parent, the Company or the Surviving Entity (as the case may be) will promptly pay or cause to be paid any amounts withheld pursuant to this Section 3.9 for applicable Taxes to the appropriate Governmental Authority on behalf of such Equityholders or Blocker Seller. To the extent that such amounts are so withheld, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the applicable Equityholder or Blocker Seller.