TO: - ICLE



TO: |Michigan Department of Treasury, Tax Clearance Section; and

Michigan Unemployment Insurance Agency | |

| | |

|FROM: |[Name of seller], E.I.N. [number] |

| | |

|RE: |Sale of Assets to [name and address of purchaser] |

[Name of Seller], a Michigan [corporation / limited liability company](Seller), pursuant to an Asset Purchase Agreement with [name of Purchaser], a [state of formation][corporation / limited liability company] (Purchaser), intends to sell its assets to Purchaser.

The Seller’s business is located at [address].

Seller requests both

a. The Michigan Department of Treasury, Tax Clearance Section, and

b. The Michigan Unemployment Insurance Agency

to submit to the following designated individuals all of Seller’s known tax liabilities for Michigan Sales Tax, Use Tax, Collections, Withholding, Michigan Business Tax, Motor Fuel, Cigarette Tax, unemployment agency contributions, and/or any other tax or other liability through the date of the transfer of Seller’s assets to the Purchaser.

The release of such information may be made to Seller c/o Seller’s legal counsel and to Purchaser c/o Purchaser’s legal counsel as follows:

[name, address, telephone and fax numbers, and e-mail address for Seller’s and Purchaser’s legal counsel]

Please fax/e-mail and mail these results as soon as possible.

Attached is a completed Conditional Tax Clearance Request (Michigan Department of Treasury Form 514).

Thank you.

| | |Seller: [Name] |

|Dated: ______________________ | |By: /s/______________________ |

| | |Its: ______________________ |

|Accepted and Agreed: | |Purchaser: [Name] |

|Dated: ______________________ | |By: /s/______________________ |

| | |Its: ______________________ |

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