Common use of Withholding Rights Clause in Contracts

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts 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 provisions of any applicable Tax Laws. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts 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 provisions of any applicable Tax Laws. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts consideration payable or otherwise payable deliverable to Seller or any other Person pursuant to this Agreement such amounts as are Purchaser is required to be deducted and withheld deduct or withhold therefrom under any Tax law, with respect to the making of such payments under payment. To the provisions of any applicable Tax Laws. Any extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom or to which such amounts would otherwise have been paid in respect of which whom such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts otherwise payable by Purchaser pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under applicable Law. To the provisions of any applicable Tax Laws. Any extent that amounts are so withheld by Purchaser, such withheld amounts (i) shall be remitted by Purchaser to the applicable Governmental Entity and (ii) shall be treated for all purposes of this Agreement as having been paid by Purchaser to the Person in respect of which such deduction and withholding was madeSeller.

Withholding Rights. The Buyer Purchaser and the Acquired Companies and their Affiliates shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld with respect to the making of such payments withhold under the provisions Code or any provision of any applicable Tax Lawsstate, local or foreign Law. Any To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was mademade by Purchaser and/or the Acquired Companies.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts consideration otherwise payable pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code or any provision of any applicable Tax LawsLaw. Any All such withheld amounts shall be timely paid over to the appropriate Governmental Authority and shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer Buyer, the Offering Subsidiary, their designated payment agent and the Company shall be entitled to deduct and withhold from any cash amounts otherwise payable pursuant to this Agreement such amounts as are may be required to be deducted and or withheld with respect to the making of such payments therefrom under the provisions of any applicable Tax LawsLaw. Any To the extent that such withheld amounts are so deducted or withheld, such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction and withholding was madeamounts would otherwise have been paid.

Withholding Rights. The Without limiting any other provision of this Agreement, Buyer shall be entitled to deduct and withhold from any amounts consideration otherwise payable to any Person pursuant to this Agreement or any other Transaction Document such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any other provision of any applicable Tax LawsLaw. Any To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to Sections 3.6 and 3.8 of this Agreement any such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable U.S. state or local or foreign Tax Lawslaw. Any To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Entity by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was mademade by Buyer.

Withholding Rights. The Notwithstanding anything in this Agreement to the contrary, Buyer shall be entitled to withhold and deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted withheld under the Code or any applicable provision of state, local or foreign Tax Law, and withheld with respect to the making of extent that amounts are so withheld and paid over to the appropriate Taxing Authority, such payments under the provisions of any applicable Tax Laws. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was were made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from the consideration otherwise deliverable under this Agreement, and from any amounts other payments otherwise payable required pursuant to this Agreement such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of any such deliveries and payments under any provision of state, local, provincial or foreign Tax law. To the provisions of any applicable Tax Laws. Any extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Person Seller in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the Closing Purchase Price otherwise payable pursuant to this Agreement such amounts as are the Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax Lawsstate, local or foreign tax law. Any To the extent that amounts are so deducted and withheld by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeas Closing Purchase Price.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement Agreement, such amounts as they are required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions of Code, or any applicable provision of state, local or foreign Tax LawsLaw (including under Section 1445 of the Code, if applicable). Any To the extent that amounts are so withheld by the Buyer in accordance with the foregoing, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the any Person in respect of which such deduction and withholding was mademade by the Buyer.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any the amounts otherwise payable pursuant to this Agreement to Seller or any other Person such amounts as are Buyer is required to be deducted deduct and withheld withhold under the Code, or any Tax Law, with respect to the making of such payments under payment. To the provisions of any applicable Tax Laws. Any extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which whom such deduction and withholding was made.

Withholding Rights. The Buyer and the Company shall be entitled to deduct and withhold from any amounts the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld with respect to the making of withhold from such payments payment under the provisions any provision of any applicable Tax Lawslaw. Any To the extent that amounts are so deducted and withheld by Buyer or the Company, as the case may be, and paid to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which Buyer or the Company, as the case may be, made such deduction and withholding was madewithholding.

Withholding Rights. The Notwithstanding anything herein to the contrary, Buyer shall be entitled to deduct and withhold from any amounts otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making under any provision of such payments under the provisions of any applicable Applicable Tax LawsLaw. Any All such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person recipient in respect of which such deduction and withholding was made.. 42185384v.30

Withholding Rights. The Buyer and the Acquired Companies shall be entitled to withhold and deduct and withhold from any the amounts otherwise payable to any recipient pursuant to this Agreement such amounts as that are required to be withheld under the Code or any other provisions of state, local, or foreign Tax law. To the extent so withheld and deducted and withheld with respect paid over to the making of proper Governmental Entity, such payments under the provisions of any applicable Tax Laws. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeapplicable recipient.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any the amounts otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments payment under the provisions Code and the treasury regulations promulgated thereunder, or any provision of any applicable state, local or foreign Tax Lawslaw. Any To the extent that amounts are so deducted and withheld, and timely paid over to the appropriate Government Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts the Purchase Price otherwise payable pursuant to this Agreement such amounts as are Purchaser is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax LawsApplicable Law. Any To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeCompany.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts otherwise payable payments of cash pursuant to this Agreement to any Seller, Founder or any Continuing Employee such amounts in cash as are Purchaser is required to be deducted deduct and withheld withhold with respect to the making of any such payments under the provisions Code or any provision of any applicable state, local, provincial or foreign Tax Lawslaw. Any To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person such Persons in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Internal Revenue Code or any provision of state, local or foreign Tax law. Buyer shall promptly pay over any applicable Tax Lawssuch withheld amount to the appropriate taxing authority and shall provide to Seller a receipt showing such payment. Any To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeSeller.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts the Purchase Price otherwise payable pursuant to this Agreement such amounts as are the Purchaser is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under any provision of Applicable Law relating to Taxes. To the provisions of any applicable Tax Laws. Any extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority by the Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeCompany.

Withholding Rights. The Buyer and the Company (or its respective agents) shall be entitled to deduct and withhold from any amounts 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 provisions of any applicable Tax Laws. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement to Parent such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code or any provision of any applicable Tax LawsLaw. Any To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Buyer, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Person Parent in respect of which such deduction and withholding was mademade by Buyer.

Withholding Rights. The Buyer and the Acquired Companies shall be entitled to deduct and withhold from any amounts 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 provisions of any applicable Tax Lawslaws. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts (including Vringo Securities) otherwise payable pursuant to this Agreement a Seller and shall pay to the appropriate Governmental Authority such amounts as that are required to be deducted and withheld with respect to the making of such payments payment under any Tax Law. To the provisions of any applicable Tax Laws. Any such extent amounts are so withheld and paid to a Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise payable payments required to be made pursuant to this Agreement such amounts as are Buyer or its Affiliates (including, for the avoidance of doubt, the Targets, after the Closing) may be required to be deducted deduct and withheld withhold with respect to the making of any such payments under applicable Law. To the provisions of any extent that amounts are so withheld and timely paid to the applicable Tax Laws. Any such withheld amounts Governmental Authority, they shall be treated for all purposes of this Agreement as having been paid to the such Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser, Seller and the Companies shall be entitled to deduct and withhold from any amounts otherwise the consideration payable pursuant to this Agreement such amounts as to any Person an amount not in excess of the amount they are required to be deducted deduct and withheld withhold with respect to the making payment of such payments consideration under any Tax Law. To the provisions of any applicable Tax Laws. Any extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the such Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from the cash otherwise deliverable under this Agreement, and from any amounts other payments otherwise payable required pursuant to this Agreement Agreement, to any Member such amounts in cash or shares as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of any such deliveries and payments under the provisions Code or any provision of any applicable state, local, provincial or foreign Tax Lawslaw. Any To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Person such holders in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement hereunder such amounts as are it is required to be deducted deduct and withheld with respect to the making of such payments withhold under the provisions of any applicable Tax Laws. Any To the extent that amounts are so deducted and withheld, such deducted and withheld and timely paid to the appropriate Taxing Authority, amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts (including FORM Securities) otherwise payable pursuant to this Agreement a Seller and shall pay to the appropriate Governmental Authority such amounts as that are required to be deducted and withheld with respect to the making of such payments payment under any Tax Law. To the provisions of any applicable Tax Laws. Any such extent amounts are so withheld and paid to a Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable to any Person pursuant to this Agreement Section 2 such amounts as are may be required to be deducted and withheld with respect to the making of such payments payment under the provisions of any applicable Tax Laws. Any To the extent that amounts are so deducted and withheld by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madePerson.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the Purchase Price otherwise payable pursuant to this Agreement such amounts as are the Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax Lawsstate, local or foreign tax law. Any To the extent that amounts are so deducted and withheld by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeas Purchase Price.

Withholding Rights. The Buyer Each of Purchaser, the Companies, and any Affiliate thereof shall be entitled to deduct and withhold from any amounts 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 provisions of Code or any other applicable Tax LawsLegal Requirement. Any To the extent such withheld amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Notwithstanding anything in this Agreement to the contrary, Buyer shall be entitled to withhold and deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code or any provision of any applicable state, local or foreign Tax LawsLaw. Any To the extent that amounts are so withheld and paid over to the appropriate Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was were made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement to any Seller such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax Lawsstate, local or foreign tax Law. Any To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person such Seller in respect of which such deduction and withholding was mademade by Buyer.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable U.S. state or local or foreign Tax Lawslaw. Any To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Entity by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was mademade by Buyer.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable to any Person pursuant to this Agreement Article II such amounts as are required to be deducted and withheld with respect to the making of such payments payment under any provision of Law. To the provisions of any extent that amounts are so deducted and withheld and remitted to the applicable Tax Laws. Any Governmental Authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which whom such deduction and withholding was had been made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any the amounts otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments payment under the provisions Code, or any provision of any applicable state, local or foreign Tax Lawslaw. Any To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to Purchaser may deduct and withhold from any amounts consideration otherwise payable to any Person pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions of Code or any applicable Tax LawsApplicable Law. Any To the extent such amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement to any former holder of Shares such amounts as are the Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax Lawsstate, local or foreign tax law. Any To the extent that amounts are so withheld by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person former holder of the Shares in respect of which such deduction and withholding was madewere made by the Buyer.

Withholding Rights. The Buyer Each of the Buyer, the Company and their respective agents shall be entitled to deduct and withhold from any amounts consideration otherwise payable to any Person pursuant to this Agreement such amounts as are it determines it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax LawsLaw. Any To the extent that such amounts are so withheld and paid over to or deposited with the relevant Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Notwithstanding anything herein to the contrary, Buyer shall be entitled to deduct and withhold from any amounts otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making under any provision of such payments under the provisions of any applicable Applicable Tax LawsLaw. Any All such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person recipient in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts consideration payable or otherwise payable deliverable pursuant to this Agreement to any holder or former holder of Company Securities such amounts as are may be required to be deducted and or withheld with respect to the making therefrom under any provision of such payments federal, state, local or foreign Tax law or under the provisions of any applicable Tax LawsLegal Requirement. Any To the extent such withheld amounts are so deducted or withheld, such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction and withholding was madeamounts would otherwise have been paid.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement the Consideration such amounts as are it is required to be deducted deduct and withheld with respect to the making of such payments withhold under the provisions Code and the rules and regulations promulgated thereunder, or any provision of any applicable Tax Lawsstate, local or foreign tax law. Any To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person Seller shareholder in respect of to which such deduction and withholding was mademade by Buyer.

Withholding Rights. The Each of the Buyer and the Company shall be entitled to deduct and withhold from any amounts otherwise payable payments of cash pursuant to this Agreement such amounts as are the Buyer or the Company is required to be deducted deduct and withheld withhold with respect to the making of any such payments under the provisions Code or any other provision of any applicable Tax Lawslaw. Any To the extent that amounts are so withheld and paid over to the appropriate Tax Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person such Persons in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement the Consideration such amounts as are it is required to be deducted deduct and withheld with respect to the making of such payments withhold under the provisions Code and the rules and regulations promulgated thereunder, or any provision of any applicable Tax Lawsstate, local or foreign tax law. Any To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person Seller stockholder in respect of to which such deduction and withholding was mademade by Buyer.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts consideration or other amount payable or otherwise payable deliverable to the Equityholders or any other Person pursuant to this Agreement such amounts as are Buyer is required to be deducted and withheld deduct or withhold therefrom under the Code, or any Tax law, with respect to the making of such payments under payment. To the provisions of any applicable Tax Laws. Any extent that such amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of to whom or to which such deduction and withholding was madeamounts would otherwise have been paid by Buyer.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any the amounts otherwise payable pursuant to this Agreement such amounts as are the Buyer may be required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable state, local or foreign Tax Lawslaw. Any To the extent that amounts are so deducted and withheld, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madewere made by the Buyer.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts 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 provisions of any applicable Tax Lawslaws. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person Stockholder in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer and its agents shall be entitled to deduct and withhold from any amounts consideration otherwise payable to any Person pursuant to this Agreement or the Ancillary Agreements such amounts as are it determines it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code or any provision of any applicable Tax LawsLaw. Any such deducted and withheld amounts that are paid over to the proper Governmental Authority shall be treated for all purposes of this Agreement and the Ancillary Agreements as having been paid to the applicable Person in respect of which whom such deduction and withholding was made.

Withholding Rights. The Buyer Notwithstanding anything in this Agreement to the contrary, each of Buyer, Company and the Agent shall be entitled to deduct and withhold from any amounts otherwise payable to any Person pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code or any other applicable provision of any applicable Tax Lawslaw. Any To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise consideration payable to any Person pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under any Tax Law. To the provisions of any applicable Tax Laws. Any extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement to the Sellers such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax LawsLaw. Any To the extent that amounts are so withheld by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person Sellers in respect of which such deduction and withholding was mademade by the Buyer.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable to any Person pursuant to this Agreement Article 2, and is hereby irrevocably directed by the Sellers to withhold, such amounts as are may be required to be deducted and withheld with respect to the making of such payments payment under any provision of applicable Law. To the provisions of any extent that amounts are so deducted and withheld by the Buyer and remitted to the applicable Tax Laws. Any Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Buyer made such deduction and withholding was madewithholding.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement to Seller such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable state, local, or foreign Tax LawsLaw. Any To the extent the amounts are so withheld and paid over to the appropriate Tax authority by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeSeller.

Withholding Rights. The Notwithstanding anything herein to the contrary, Buyer shall be entitled to deduct and withhold from any the amounts otherwise payable pursuant to this Agreement hereunder such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code and the rules and regulations promulgated thereunder, or any provision of any applicable Tax Lawsstate, local or foreign Law. Any To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person Seller in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts consideration otherwise payable to any Person pursuant to this Agreement such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code or any provision of any applicable Tax LawsApplicable Law. Any To the extent that such amounts are so withheld or paid over to or deposited with the relevant Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts the consideration otherwise payable by Purchaser pursuant to this Agreement such amounts as are Purchaser is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under applicable Law. To the provisions of extent that any amounts are so deducted and withheld by Purchaser and are remitted to the appropriate Authority in accordance with applicable Tax Laws. Any Law, such withheld and deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any the amounts otherwise payable to any Person pursuant to this Agreement such amounts as are may be required to be deducted and withheld with respect to the making of such payments payment under any provision of Tax Law. To the provisions of any applicable Tax Laws. Any extent that amounts are so deducted and withheld by the Buyer such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Buyer made such deduction and withholding was madewithholding.

Withholding Rights. The Buyer and the Company, as applicable, shall be entitled to deduct and withhold from any amounts amount otherwise payable to any Person pursuant to this Agreement such amounts as are may be required to be deducted and withheld with respect to the making of such payments payment under the provisions Code, or under any provision of any applicable state, local or foreign Tax LawsLegal Requirements. Any To the extent that amounts are so withheld by Buyer or the Company, as applicable, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the any Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall will be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement to any Optionholder such amounts as are the Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions Code, or any provision of any applicable Tax Lawsstate, local or foreign tax law. Any To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Buyer, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Person Optionholders in respect of which such deduction and withholding was mademade by the Buyer.

Withholding Rights. The Buyer Buyers shall be entitled to deduct and withhold from any amounts the Adjusted Purchase Price payable hereunder, or other payment otherwise payable pursuant to this Agreement such Agreement, the amounts as are required to be deducted and withheld with respect under the Code, or any provision of any Tax Law. Any amounts so withheld shall be paid over to the making of appropriate Governmental Authority. To the extent that amounts are so deducted and withheld, such payments under the provisions of any applicable Tax Laws. Any such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was madeSellers.

Withholding Rights. The Notwithstanding anything in this Agreement to the contrary, each of the Seller, the Buyer and the Company shall be entitled to deduct and withhold from any amounts otherwise payable to any Person pursuant to this Agreement Agreement, such amounts as are it is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under the provisions of any applicable provision of Tax LawsLaw. Any To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer Purchaser shall be entitled to deduct and withhold from any amounts the consideration otherwise payable to any Seller pursuant to this Agreement such amounts as are may be required to be deducted and withheld with respect to the making of such payments payment under the provisions Code, or any provision of any applicable state, local or foreign Tax Lawslaw. Any To the extent that amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person Seller in respect of which Purchaser made such deduction and withholding was madewithholding.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from the cash otherwise deliverable under this Agreement, and from any amounts other payments otherwise payable required pursuant to this Agreement Agreement, to Seller such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of any such deliveries and payments under the provisions Code or any provision of any applicable state, local, provincial or foreign Tax Lawslaw. Any To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Person Seller in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from the amount payable under this Agreement and from any amounts other payments otherwise payable required pursuant to this Agreement Agreement, such amounts as are Buyer, as applicable, is required to be deducted deduct and withheld withhold with respect to the making of any such payments under the provisions Code or any provision of any applicable state, local or foreign Tax LawsLaw. Any To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the applicable Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to any Seller under this Agreement such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under applicable law. To the provisions of any applicable Tax Laws. Any extent that such amounts are so withheld and paid over to or deposited with the relevant Governmental Authority by Buyer in accordance with the foregoing, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person applicable Seller in respect of to which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to or as contemplated by this Agreement any such amounts as are Buyer is required to be deducted deduct and withheld withhold with respect to the making of such payments payment under any Laws relating to Taxes. To the provisions of extent that any applicable Tax Laws. Any such amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts shall will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Withholding Rights. The Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as are Buyer is required to be deducted deduct and withhold under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld with respect and paid over to the making of such payments under the provisions of any applicable Tax Laws. Any appropriate Governmental Authority by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person Seller in respect of which such deduction and withholding was mademade by Buyer.

Withholding Rights. The Buyer (and its Affiliates) shall be entitled to deduct and withhold from any amounts from the consideration otherwise payable pursuant to this Agreement such amounts as that are required to be deducted and withheld with respect to the making of any such payments payment under the provisions Code, or any provision of any applicable state, local or foreign Tax Lawslaw. Any To the extent that such amounts are so withheld and paid over to the proper Taxing Authority by the Buyer (or its Affiliates), such withheld and deducted amounts shall will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.