The Surviving Company, the Paying Agent and Buyer shall be entitled to deduct and withhold from any amount otherwise payable pursuant to, or in connection with, this Agreement to any Stockholder, Option Holder or other Person, as the case may be, such amounts as the Surviving Company, the Paying Agent or Buyer is required to deduct and withhold with respect to the making of such payment under any provision of applicable Tax Laws. To the extent that amounts are so withheld by the Surviving Company, the Paying Agent or Buyer, and remitted to the applicable Governmental Entity, such withheld and remitted amounts shall be treated for all purposes of this Agreement as having been paid to such Stockholder, Option Holder or other Person, as the case may be, in respect of which such deduction and withholding was made by the Surviving Company, the Paying Agent or Buyer, as the case may be.