Purchaser and the US Company will be entitled to deduct and withhold from any amount payable under this Agreement such amounts as is required to be deducted and withheld with respect to the making of such payment under the Code or under any other applicable Law.  If Purchaser believes that any payment hereunder is or may be subject to withholding, Purchaser will use reasonable best efforts to notify the Equityholders’ Representative of such withholding requirement at least five (5) Business Days prior to the date such payment is scheduled to be made and Purchaser will reasonably cooperate with the Equityholders’ Representative to mitigate any such withholding to the extent lawfully permitted.  To the extent that such amounts are so withheld pursuant to this Section 3.2 , such withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made.