The Purchaser shall be entitled to deduct and withhold from an amount otherwise payable to the Seller in connection with this Agreement such Taxes as the Purchaser is required to deduct and withhold under the United States Internal Revenue Code of 1986, as amended (the “ Code ”) or any other law with respect to the making of such payment, provided that such withholding amount is disclosed to the Seller in advance in writing. To the extent that amounts are so withheld by the Purchaser or the Seller, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.