The Buyer shall be entitled to deduct and withhold from any consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment or to otherwise take such action to satisfy any other Tax withholding and reporting obligations with respect to the transaction contemplated hereby. To the extent that such amounts are so withheld or paid over to or deposited with the relevant Taxing Authority such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect to which such deduction and withholding was made. The Buyer shall use commercially reasonable efforts to notify the Seller of any amounts that it intends to deduct and withhold prior to the scheduled date of such withholding. The Buyer shall work in good faith with the Seller to minimize any such withheld amounts.