Cogint, SpinCo, or the transfer agent or the exchange agent in the Spin-Off, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments under the Code or any provision of local or foreign Tax Law. Any withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto. Further, Cogint, SpinCo, or the transfer agent or the exchange agent in the Spin-Off, as applicable, may, in Cogint’s discretion, deduct and withhold from the Cash Dividend (as defined in the Business Combination Agreement) some or all of any amounts that are required to be withheld from the distribution of SpinCo shares in the Spin-Off and may, in Cogint’s discretion, deduct and withhold from the shares of SpinCo distributed in the Spin-Off some or all of any amounts required to be withheld from the Cash Dividend (as defined in the Business Combination Agreement).