Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

Accordingly, Buyer is relieved of any obligation to withhold tax under Section 1445 of the Code with respect to the purchase price or any other consideration payable to Seller for the Membership Interests pursuant to, or in connection with, the Purchase Agreement, and no portion of the purchase price or other amounts payable to Seller thereunder is required to be remitted to the Internal Revenue Service on account of any withholding obligation under Section 1445 of the Code

In the event that any such certification, representation, or warranty becomes incorrect, inaccurate, or misleading prior to the Closing, Seller shall deliver to Buyer an updated certificate reflecting the then-current facts and circumstances, and the parties shall cooperate in good faith to determine and satisfy any withholding obligations that may arise as a result thereof

In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control and govern

This Certificate shall inure to the benefit of, and be enforceable by, Buyer and its successors and assigns, and shall be binding upon Seller and its successors and assigns