Common use of Filing and Payment Responsibility Clause in Contracts

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) 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 ’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) From Seller and after Buyer shall cause each Acquired Entity, to the TCA extent permitted by Law, (x) to join for all Pre-Closing Tax Periods for which Income Tax Returns have not yet been filed, in the Income Tax Returns of the Federal Tax Group and any Income Tax Returns of State, Local or Foreign Tax Groups which such Acquired Entity joined for its most recent Income Tax Return filed before the date hereof or is required to join and which Tax Returns include Seller or its Affiliates (other than Affiliates which are themselves Acquired Entities) in addition to such Acquired Entity and (y) close its taxable year as of the end of the Closing Date. Seller shall timely prepare and file, each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) shall or cause to be timely prepared and filed filed, all such Income Tax Returns in a manner consistent with the prior practices applicable to the preparation of such Tax Returns as with respect to the HPT Group Acquired Entities (including all elections, accounting methods 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 thatconventions), except as otherwise required by applicable lawLaw, they will not take positions and in any accordance with this Agreement. Seller shall be responsible for and shall timely pay, or cause to be timely paid, all Income Taxes due with respect to such Tax Returns. Seller shall provide, or cause to be provided, to Buyer at least thirty (30) days before each such Income Tax Return is required to be filed (including extensions) a copy of the relevant portions of such Tax Return that are inconsistent with (i) relate to the description Acquired Entities; provided that in the event that an Acquired Entity makes a Section 338 Election, Seller shall only be required to provide a copy of federal the portion of such Income Tax consequences in the TCA LLC Registration Statement, (ii) the Distribution being treated, on account of TCA LLC and its (directly Return if such copy is required to be included as an exhibit 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 attachment to any Tax Return required to be filed 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 HPT6.2(b), (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.