Common use of Illinois Bulk Sales Clause in Contracts

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.