Illinois Income Tax Withholding. At least five (5) days prior to the Closing, Seller shall deliver to Purchaser evidence that the sale of the Project to Purchaser hereunder is not subject to, and does not subject Purchaser to liability under, 35 ILCS 5/902 (d) or 35 ILCS 120/5j (“Act”) and that at least fifteen (15) 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 requested the Department to make a determination as to whether the Seller has an assessed, but unpaid, amount of tax, penalties, or interest under the Act. In the event any amounts are indicated as being unpaid, Seller shall deliver to Purchaser a personal indemnification executed by Prime Group Realty, L.P. indemnifying and holding Purchaser harmless from any loss, cost or damage resulting from any Illinois tax due, or claimed to be due, from Seller.
Illinois Income Tax Withholding. Seller hereby agrees to indemnify, defend and hold harmless Purchaser and its successors and assigns from and against any and all liability, claims, demands, damages, costs and expenses (including reasonable attorneys’ fees) that any of them may incur in connection with any amounts owed by Seller arising out of or relating to Seller’s non- compliance with any applicable bulk sales or transfer laws in connection with the sale of the Property, which indemnity shall survive the Closing; provided, however, any indemnity obligations of Seller pursuant to this Section 14 shall expire upon Seller’s tender to Purchaser of a release or clearance letter from the Illinois Department of Revenue. The provisions of this Section 14 shall survive the Closing.
Illinois Income Tax Withholding. At least fifteen (15) days prior to Closing, Seller shall deliver to Purchaser evidence that the sale of the Premises to Purchaser hereunder is not subject to, and does not subject Purchaser to liability under Section 902(d) of the Illinois Income Tax Act or Section 444(j) of the Retailers Occupation Tax Act, if applicable (herein referred to as the "Acts") and that at least thirty (30) 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 requested the Department to make a determination as to whether the Seller has an assessed, but unpaid, amount of tax, penalties, or interest under the Acts. Seller agrees that, in the absence of a release letter from the Department, Purchaser 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. Purchaser shall deposit the amount so withheld in a separate escrow with the Title Company pursuant to the terms and conditions acceptable to Seller and Purchaser, but in any event, complying with the Act.
Illinois Income Tax Withholding. At least five (5) days prior to the Closing, Seller shall deliver to Purchaser evidence that the sale of the Project to Purchaser hereunder is not subject to, and does not subject Purchaser to liability under, 35 ILCS 5/902 (d) or 35 ILCS 120/5j (“Act”) and that at least fifteen (15) days prior to the Closing, Seller shall have notified the Illinois Department of Revenue (“Department”) of the intended sale and requested the Department to make a determination as to whether the Seller has an assessed, but unpaid, amount of tax, penalties, or interest under the Act. Seller agrees that Purchaser 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. Purchaser shall deposit the amount so withheld in a separate escrow with the Title Company pursuant to the terms and conditions acceptable to Seller and Purchaser, but in any event, complying with the Act.
