definiens: ( as such term is defined in Section 7701(a)(30 ) ofthe Code ) and provides the Purchaser or other applicable withholding agent with a properly completed and executed Internal RevenueService Form W-9 or such withholding is not required by law as established by other applicable documentation ( including, but not limited, to aproperly completed and executed appropriate Internal Revenue Service Form W-8BEN ) prior to the Closing Date, and, in each case, anappropriate certification with respect to the application of Section 302 of the Code reasonably satisfactory to the Purchaser, the Purchaser orother applicable withholding agent shall not deduct or withhold any amounts with respect to U.S. taxes unless it informs [COMPANY] prior to theexecution of this Agreement that it plans on deducting or withholding any amount . Purchaser shall inform [COMPANY] prior to the Closing Date ifPurchaser plans on deducting or withholding any amount as of the Closing Date . To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of whichsuch deduction and withholding was made