In an asset acquisition, the buyer will almost never become directly liable for income and most other taxes based on the operation of the business prior to the closing. However, certain ad valorem taxes (those based on the value of property) may constitute a lien on the assets purchased. In addition, the failure to conduct thorough due diligence and/or comply with certain procedures could result in the buyer assuming liability for state or local sales or use taxes owed by the seller. In this case, it is normal for the seller to accept complete responsibility for tax liabilities attributable to the operation of the business prior to the closing and indemnify the buyer against any such liabilities. Such indemnification generally runs for the period of the statute of limitations.