Filing and Payment Responsibility. (a) From and after the TCA Closing Date, each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) shall cause to be prepared and filed such Tax Returns as the HPT Group and the TCA LLC Group, respectively, are required to file with applicable Taxing Authorities. Each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) agree that, except as required by applicable law, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the TCA LLC Registration Statement, (ii) the Distribution being treated, on account of TCA LLC and its (directly or indirectly) wholly owned limited liability company subsidiaries being disregarded entities under Section 301.7701-2(c)(2)(i) of the Treasury Regulations, as the distribution by HPT of TCA LLC's and its Subsidiaries' underlying assets and liabilities pursuant to the principles of Internal Revenue Service Revenue Rulings 99-5 and 99-6, (iii) any election (protective or otherwise) that HPT may choose to make under Section 336(e) of the Code, or any similar Tax election under any state or local Income Tax laws, with respect to the Distribution (it being understood that TCA LLC and its Subsidiaries shall join in any such Tax election at the request of HPT), (iv) the payments from HPT to TCA LLC under SECTIONS 2.3(d) and 2.4 representing a nontaxable capital contribution from HPT to TCA LLC, and the payments from TCA LLC (or its Subsidiaries) to HPT under SECTIONS 2.4 OR 3.8, if any, representing a nontaxable return of excess capital contributions, and (v) any other Tax Return, whether filed on behalf of the HPT Group or the TCA LLC Group, previously or substantially contemporaneously filed with such Tax Return. In particular, to the extent such valuations are necessary for Tax purposes, HPT and TCA LLC will use all commercially reasonable efforts to cooperate with one another in valuing the individual assets comprising the TCA Assets at the time of the Distribution, and to the maximum extent permitted by applicable law shall utilize for all Code purposes the valuations resulting from application of Section 1.856-3(a) of the Treasury Regulations.
Filing and Payment Responsibility. (a) Each of HRPT (on behalf of the HRPT Group) and GOV (on behalf of the GOV Group) shall cause to be prepared and filed such Tax Returns as the HRPT Group and the GOV Group, respectively, are required to file with applicable Taxing Authorities. Each of HRPT (on behalf of the HRPT Group) and GOV (on behalf of the GOV Group) agree that, except as required by applicable law or a final determination resulting from a Tax Contest (defined below) including either HRPT or GOV, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the GOV Registration Statement or in a report on Form 8-K to be filed by HRPT with the Securities and Exchange Commission on or immediately after the Effective Date and (ii) and any other Tax Return, whether filed on behalf of the HRPT Group or the GOV Group, previously or substantially contemporaneously filed with such Tax Return. In particular, HRPT and GOV 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.
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.
Filing and Payment Responsibility. (a) Each of HRPT (on behalf of the HRPT Group) and GOV (on behalf of the GOV Group) shall cause to be prepared and filed such Tax Returns as the HRPT Group and the GOV Group, respectively, are required to file with applicable Taxing Authorities. Each of HRPT (on behalf of the HRPT Group) and GOV (on behalf of the GOV Group) agree that, except as required by applicable law or a final determination resulting from a Tax Contest (defined below) including either HRPT or GOV, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the HRPT 10-K tax disclosure and the GOV Registration Statement and (ii) and any other Tax Return, whether filed on behalf of the HRPT Group or the GOV Group, previously or substantially contemporaneously filed with such Tax Return. In particular, HRPT and GOV 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.
Filing and Payment Responsibility. (a) From and after the Distribution Date, each of HRPT (on behalf of the HRPT Group) and Senior Housing (on behalf of the Senior Housing Group) shall cause to be prepared and filed such Tax Returns as the HRPT Group and the Senior Housing Group, respectively, are required to file with applicable Taxing Authorities. Each of HRPT (on behalf of the HRPT Group) and Senior Housing (on behalf of the Senior Housing Group) agree that, except as required by applicable law, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the Senior Housing Registration Statement and (ii) any other Tax Return, whether filed on behalf of the HRPT Group or the Senior Housing Group, previously or substantially contemporaneously filed with such Tax Return. In particular, the parties will use all reasonable business efforts to cooperate with one another in valuing the individual assets comprising the Senior Housing Assets on the Distribution Date, to the extent such valuations are necessary for Tax purposes.
Filing and Payment Responsibility. (a) From and after the Distribution Date, each of SNH (on behalf of the SNH Group) and Five Star (on behalf of the Five Star Group) shall cause to be prepared and filed such Tax Returns as the SNH Group and the Five Star Group, respectively, are required to file with applicable Taxing Authorities. Each of SNH (on behalf of the SNH Group) and Five Star (on behalf of the Five Star Group) agree that, except as required by applicable law, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the Five Star Registration Statement, (ii) the transfer of the CSL Properties Holding Company, the CSL Property Subtenants and other wholly-owned noncorporate Subsidiaries being treated as the transfer of underlying assets and liabilities pursuant to Internal Revenue Service Revenue Rulings 99-5 and 99-6, (iii) each asset transferred pursuant to SECTION 2.2 or SECTION 3.1, taking into account Internal Revenue Service Revenue Rulings 99-5 and 99-6, having a fair market value equal to its adjusted tax basis immediately before such transfer (except that the stock of CCC Boynton Beach, Inc. shall be treated as an asset having a fair market value of zero), (iv) the payments from SNH to Five Star under SECTION 2.3 representing a capital contribution from SNH to Five Star that is non-taxable, and the payments from Five Star to SNH under SECTION 2.3, if any, representing a non-taxable return of excess capital contributions, and (v) any other Tax Return, whether filed on behalf of the SNH Group or the Five Star Group, previously or substantially contemporaneously filed with such Tax Return. In particular, SNH and Five Star will use all reasonable business efforts to cooperate with one another in valuing the individual assets comprising the Five Star Assets, to the extent such valuations are necessary for Tax purposes.
Filing and Payment Responsibility. (a) Each of SIR (on behalf of the SIR Group) and ILPT (on behalf of the ILPT Group) shall cause to be prepared and filed such Tax Returns as the SIR Group and the ILPT Group, respectively, are required to file with applicable Taxing Authorities. Each of SIR (on behalf of the SIR Group) and ILPT (on behalf of the ILPT Group) agree that, except as required by applicable law or a final determination resulting from a Tax Contest (defined below) including either members of the SIR Group or members of the ILPT Group, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the ILPT Registration Statement or in SIR’s Current Report on Form 8-K dated January 11, 2018 (the “SIR Filing”) and (ii) any other Tax Return, whether filed on behalf of the SIR Group or the ILPT Group, previously or substantially contemporaneously filed with such Tax Return. In particular, SIR and ILPT will use all reasonable business efforts to cooperate with one another in valuing the individual assets comprising the ILPT Properties and the SIR Properties, to the extent such valuations are necessary for Tax purposes.
Filing and Payment Responsibility. (a) Buyer shall timely prepare and file, or cause to be timely prepared and filed, (at Sellers’ reasonable expense) all Tax Returns of the Company and its Subsidiaries for, or that include, Pre-Closing Tax Periods that are required to be filed after the Closing Date. The Buyer shall provide, or cause to be provided, to the Sellers’ Representative a copy of each Income Tax Return for such period no less than twenty (20) days prior to filing such Tax Return, shall permit Sellers’ Representative to review and comment on such Tax Return, and shall make such revisions to such Tax Return as are reasonably requested by the Sellers’ Representative to the extent such revisions relate to Taxes of any Pre-Closing Tax Period, except (i) where a contrary position is required by Applicable Law, (ii) to the extent such comments, if incorporated in any such Tax Return, would cause such Tax Return to be prepared in a manner inconsistent with past Tax Returns, or (iii) to the extent such comments, if incorporated in any such Tax Return, could reasonably be expected to have an adverse effect (relative to the benefit to Sellers resulting from incorporating such comments in such Tax Return) on the liability for Taxes of Buyer, the Company or any of its Subsidiaries, or any other Affiliate of Buyer in any Post-Closing Tax Period.
Filing and Payment Responsibility. (a) Sellers' Representatives shall (at their sole expense) prepare and file or cause the Company to prepare and file, with respect to the Company and each of its Subsidiaries, any Tax Return (other than any amended Tax Return that includes only a claim for a refund to which the Buyer, the Company and its Subsidiaries are entitled pursuant to Section 12.7) for any taxable period ending on or before the Closing Date, and, except as provided in the last sentence of this Section 12.4(a), the Buyer Indemnitors shall pay all Taxes due with respect thereto (which Taxes shall, in the case of such Taxes due after the Closing Date, be paid to the Company at least five days prior to the date on which such Taxes are required to be paid to the applicable Taxing authority); provided, however, that (i) Sellers' Representatives shall provide the Buyer copies of such proposed Tax Returns at least 30 days prior to the due date of any such Tax Returns for the Buyer's review and comment, (ii) such Tax Returns shall be prepared consistently with past practice, past elections and past methods of accounting of the Company, except as otherwise required by law, and (iii) when filed, such Tax Returns shall reflect any reasonable and good faith comments of the Buyer regarding the correctness of such Tax Return under applicable Tax law and such Tax Returns' compliance with Section 12.4(a)(ii), except to the extent that Sellers' Representatives disagree reasonably and in good faith with such comments, in which case the Buyer and Sellers' Representatives shall endeavor reasonably and in good faith to resolve such disagreement over such comments and, failing that, such disagreement shall be resolved expeditiously by the Accounting Firm prior to the date such Tax Return is due. In the case of any Tax Return for which Sellers' Representatives and the Buyer Indemnitors are responsible pursuant to this Section 12.4(a), provided that Sellers' Representatives and the Buyer Indemnitors have complied with their obligations with respect to such Tax Return pursuant to this Section 12.4(a), the Buyer shall, at its election, either sign or cause to be signed such Tax Return or provide Sellers' Representatives with such reasonably requested powers of attorney required to enable Sellers' Representatives to file or cause to be filed such Tax Return. In connection with the filing after the Closing Date of a Tax Return that is the responsibility of the Sellers' Representatives and the Buyer Indemnitors ...
Filing and Payment Responsibility. (a) Seller shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns for the Company for a Pre-Closing Tax Period (other than a Pre-Closing Tax Period included in a Straddle Period), and such Tax Returns shall be prepared in a manner consistent with applicable Law and past practices with respect to the Company. Seller shall provide each such Tax Return to Buyer no less than fifteen (15) days prior to the due date for filing such Tax Return (including extensions, with Buyer (at Seller’s expense and direction) to apply for any extensions). Buyer shall sign and timely file, or cause to be signed and timely filed, all Tax Returns referenced in the prior sentence, or shall timely provide Seller with the necessary authorizations to sign and to file such Tax Returns.
