Hi, Steve:  I've only had to deal with it twice, thank heavens and both times ended up escrowing all of the seller's proceeds.

In PA We have to get a corporate lien certificate from the Bureau of Corporations for LLC's and corporations selling real estate.  Both types of entities are subject to state corporate taxes which are lienable.  [This does not apply to selling entities who are in REO title following foreclosure on their security interest.]

If the real estate being sold constitutes 51% or more of the assets of the Corp. or LLC, then the Commonwealth of PA presumes that the entity is being dissolved and they want a chance to pick up any tax obligations including but not limited to sales tax, unemployment compensation, etc.  The entity has to file for a bulk sales certificate.  The process takes some time - even months because the request moves through all possible tax departments before finally coming back to the department that issues the certificate.

When I was an agent for FATIC they took the position that taxes owing under bulk sales are not covered and they have a broad standard exception speaking to it.  I use this broad exception because it's a high risk with almost complete dependence on the truthful statement by the seller that the real estate isn't 51% or more, however, when I have knowldege that we are in a bulk sale situation, I address it because no lender or consumer really wants to take that exception.

The subject came up in a  blog query on Title Insurance Talk and I thought I'd ask around and see how others were handling it.    Believe me, nobody is happy when the ugly beast raises its head.  ;)