Clearance Certificates. During the Pre-Closing Period, the Company will, upon request from Parent or Buyer, use its commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person that may be necessary to mitigate, reduce or eliminate (i) any obligation of Parent, Buyer, the Company or any of its Subsidiaries to withhold Taxes in connection with the transactions contemplated by this Agreement and (ii) any liability of Parent, Buyer, the Company or any of its Subsidiaries for Taxes (determined without regard to provisions of this Agreement assigning responsibility therefor) for which relief is available by reason of the filing of an appropriate certificate or other document.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Brightcove Inc)