Corporate and Bulk Sales Certificate Sample Clauses

Corporate and Bulk Sales Certificate. If the Assets constitute fifty-one percent (51%) or more of any stock of goods, wares, or merchandise of any kind, fixtures, machinery, equipment, buildings, or real estate of the Seller Entities’ located in Pennsylvania, the Seller Entities shall give written notices to this Effect as required under the Act of May 25, 1939, P.L. 189, 69 P.S. §529, the Act of May 29, 1951, P.L. 508, 72 P.S. §1403(a), and the Act of March 4, 1971, P.L. 6, No. 2, 72 P.S. §7240, and their respective amendments, and shall diligently seek to obtain, prior to Closing, all clearance certificates which may be obtained pursuant to those laws. In the event that such certificates cannot, as a practical matter, be obtained at or prior to Closing, the Seller Entities shall defend, indemnify and hold harmless the Buyer Indemnified Parties from and against any and all losses, liabilities, damages, costs (including, without limitation, court costs and costs of appeal) and expenses (including, without limitation, reasonable attorneys’ fees and fees of expert consultants and witnesses) that such Buyer Indemnified Parties incur as a result of, or with respect to the Seller Entities’ failure to obtain all such clearance certificates prior to Closing.