Filing and Payment Responsibility Clause Samples

Filing and Payment Responsibility. (a) Each of CWH (on behalf of the CWH Group) and SIR (on behalf of the SIR Group) shall cause to be prepared and filed such Tax Returns as the CWH Group and the SIR Group, respectively, are required to file with applicable Taxing Authorities. Each of CWH (on behalf of the CWH Group) and SIR (on behalf of the SIR Group) agree that, except as required by applicable law or a final determination resulting from a Tax Contest (defined below) including either CWH or SIR, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the SIR Registration Statement or in the section of CWH’s Annual Report on Form 10-K for its year ended December 31, 2011 captioned “Federal Income Tax Considerations — Our Relationship with SIR” and (ii) and any other Tax Return, whether filed on behalf of the CWH Group or the SIR Group, previously or substantially contemporaneously filed with such Tax Return. In particular, CWH and SIR will use all reasonable business efforts to cooperate with one another in valuing the individual assets comprising the Property Assets, to the extent such valuations are necessary for Tax purposes. (b) To the extent that either of the CWH Group or the SIR Group bears responsibility pursuant to Section 6.1 for some or all of a Tax which is to be paid with a Tax Return for which the other bears preparation and filing responsibility pursuant to Section 6.3, then (i) the party bearing responsibility for some or all of such Tax shall have the right to review and comment upon such Tax Return at least fifteen (15) days before such Tax Return must be filed, (ii) the party bearing responsibility for some or all of such Tax shall pay over by wire transfer the amount of such Tax for which it is responsible to the party filing such Tax Return at least three (3) days before such Tax Return must be filed, and (iii) the party responsible for preparing and filing such Tax Return will file such Tax Return on or before its due date and pay over to the applicable Taxing Authority the amount of Tax due with such Tax Return. (c) SIR will file, effective as of seven days prior to the Effective Date, an affirmative election on Internal Revenue Service Form 8832 to be taxed as an association taxable as a corporation, such that SIR on the Effective Date will be a “qualified REIT subsidiary” of CWH within the meaning of Section 856(i) of the Code. SIR will not cause or permit the filing of any election o...