Illinois Bulk Sales. Not later than three (3) business days after the date of this Agreement, each Respective Seller that owns Property in the State of Illinois (an “Illinois Property Seller”) shall file and provide Buyer with evidence of the filing of a “Notice of Sale/Purchase of Business Assets” with the Illinois Department of Revenue (the “IDR”) and if such Illinois Property Seller owns Property in Xxxx County, Illinois, a “Notice of Bulk Sales of Transfer” with the Xxxx County Department of Revenue in connection with the requirements of the Illinois Tax Act and, if applicable, the Xxxx County Department of Revenue regulations, respectively (the “Bulk Sales Laws”). Each Illinois Property Seller shall use commercially reasonable efforts (but without obligation to incur any cost or expense or institute any legal action) to obtain and deliver to Buyer at Closing a release letter issued by the IDR and, if applicable, the Xxxx County Department of Revenue stating that no unpaid taxes, penalties or interest are due from such Illinois Property Seller under the Bulk Sales Laws (the “Bulk Sales Releases”). If the IDR or Xxxx County Department of Revenue, as applicable, issue a demand for withholding or a stop order with respect to an Illinois Property Seller, then Buyer shall be entitled to rely on and comply with such demand at Closing. If an Illinois Property Seller is unable to provide Buyer at or prior to Closing with the Bulk Sales Releases stating that no unpaid taxes, penalties or interest are due from the Illinois Property Seller under the respective Bulk Sales Laws, such Illinois Property Seller shall indemnify, defend and hold harmless Buyer from and against any claim, loss, demand, or liability, including, without limitation, reasonable attorneys’ fees and court costs, that may be asserted by the IDR against Buyer for any unpaid taxes, penalties or interest owed by the Illinois Property Seller under the Bulk Sales Laws.
Illinois Bulk Sales. At or prior to the Closing, Seller shall deliver to Buyer evidence reasonably acceptable to Buyer that the sale of the Property to Buyer hereunder is not subject to, and does not subject Buyer to liability under 35 ILCS 5/902(d) or 35 ILCS 120/5j (herein collectively referred to as the “Act”) and that no more than forty (40) days prior to the Closing, Seller shall have notified the Illinois Department of Revenue (herein referred to as the “Department”) of the intended sale and provided the Department with all other information required under the Act, including, without limitation, a copy of this Agreement, and required by the Department to make a determination of how much the Seller owes to the Department as provided in the Act, if anything. Seller shall promptly provided Buyer with a copy of such notice to the Department and with copies of all additional correspondence to and from the Department related thereto. . Seller agrees that Buyer may, at the Closing, deduct and withhold from the proceeds that are due Seller the amount necessary to comply with the withholding requirements imposed by the Act as estimated or determined by the Illinois Department of Revenue. Buyer shall deposit the amount so withheld in a separate escrow at Seller’s expense with the Title Company, with such escrow to contain terms and conditions complying with the Act and mutually satisfactory to Seller and Buyer. Buyer’s FEIN is 06 - 1761767.
Illinois Bulk Sales. Seller shall comply in all respects with all applicable bulk sales laws and Seller shall complete and timely submitted the appropriate forms for requesting a determination from the Illinois Department of Revenue (the “Department”), together with a copy of this Agreement, for the purpose of obtaining from the Department, prior to Closing, a determination as to Seller’s assessed but unpaid tax liability, if any, under the Illinois Income Tax Act and the Retailers Occupation Tax Act. Purchaser’s obligation to close this transaction on the Closing Date shall be contingent upon the receipt of a determination from the Department with respect to such tax liability. If a determination of tax liability is made by the Department, Purchaser shall proceed to Closing so long as sufficient proceeds from the Purchase Price are withheld at Closing an amount sufficient to cover such tax liability (as reasonably determined by Purchaser, Seller and the Title Company). The parties hereby agree to deliver or cause to be delivered any other documentation and information as may be required to comply with Section 9-902(d) of the Illinois Income Tax Act and Section 444(j) of the Retailers Occupation Tax Act. Seller shall indemnify, defend and hold harmless Purchaser from and against any and all cost, expense, claim, loss or liability arising from the failure of Seller to comply with such bulk sale laws and regulations. The provisions of this Section 17.14 shall survive Closing.
