No Withholding for the Seller. Provided that the certificate described in Section 11.1(i) is delivered, Buyer shall not withhold for any U.S. federal tax with respect to any payments of the Purchase Price made hereunder to the Seller. Seller is permitted to withhold amounts from the Purchase Price as required under applicable state and local Law. However, if Buyer intends to withhold any such amounts from the Purchase Price, Buyer shall promptly notify Seller of such intention and shall use commercially reasonable efforts to provide such notice at least within fifteen (15) days of the expected Closing Date. Furthermore, Buyer shall reasonably cooperate with Seller to reduce the amount of withholding Taxes imposed on the payment of the Purchase Price, including by executing and filing any forms or certificates reasonably required to claim an available reduced rate of, or exemption from, withholding Taxes.
