Common use of 3Withholding Clause in Contracts

3Withholding. Notwithstanding anything in this Agreement to the contrary, Purchaser shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts otherwise payable pursuant to this Agreement to any Person such amounts as Purchaser is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign law relating to Taxes; provided that upon becoming aware of any such deduction or withholding obligation, Purchaser shall promptly provide notice of such withholding (and in any event at least five (5) Business Days prior to any such deduction or withholding) to the Person in respect of whom such amounts are intended to be deducted or withheld and shall cooperate with the relevant parties in good faith to eliminate or reduce any such required deduction or withholding. To the extent that the amounts are so withheld and paid over to the proper Tax authorities, such amounts shall be treated for all purposes as having been made to the Person in respect of which such deduction and withholding was made.