Common use of General Responsibility for Taxes Clause in Contracts

General Responsibility for Taxes. (a) All federal Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HRPT Group, and all federal Income Taxes of the GOV Group shall be borne by, shall be the responsibility of, and shall be paid by the GOV Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Group in the following manner. Any item relating to the Property Assets or the GOV Group shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a period ending before the Effective Date; (ii) allocated exclusively to the GOV Group if such item is in respect of a period commencing after the Effective Date; and (iii) apportioned, if such item is in respect of a period that includes the Effective Date, between the HRPT Group and the GOV Group in a manner consistent with (A) applicable Tax laws (including the analogous principles of Section 1.1361-5(a)(1)(iii) of the Treasury Regulations under which the GOV Group would cease to be a qualified REIT subsidiary of the HRPT Group at the close of the Effective Date), (B) the continued qualification of both HRPT and GOV as real estate investment trusts under the Code, and (C) commercially reasonable prorations of items between transferors and transferees of real estate. (b) For any state or local Income Tax that follows Section 856(i) of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by HRPT, and (ii) such state and local Income Taxes of the GOV Group shall be borne by, shall be the responsibility of, and shall be paid by GOV; for purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Group in the same manner as Section 6.1(a). (c) State or local Income Taxes of any member of the HRPT Group that are not covered by Section 6.1(b) shall be borne by, shall be the responsibility of, and shall be paid by HRPT. State or local Income Taxes of any member of the GOV Group that are not covered by Section 6.1(b), without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k), shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a portion of a period prior to the Effective Date; (ii) allocated exclusively to the GOV Group if such item is in respect of a portion of a period following the Effective Date; and (iii) allocated under the apportionment principles of Section 6.1(a)(iii) if such item arises during a portion of a period including the Effective Date. (d) Other Taxes (other than those included in GOV Expenses) of any member of the GOV Group shall be allocated, but without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k), consistent with the apportionment principles of Section 6.1(a)(iii), between the HRPT Group and the GOV Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes on or before the Effective Date (to be borne by, be the responsibility of, and be paid by, the HRPT Group) versus those that give rise to create liability for such Taxes after the Effective Date (to be borne by, be the responsibility of, and be paid by the GOV Group). (e) HRPT shall hold GOV harmless from and against all Taxes which are to be borne by the HRPT Group under this Section 6.1. GOV shall hold HRPT harmless from and against all Taxes which are to be borne by the GOV Group under this Section 6.1.

General Responsibility for Taxes. (a) All federal Income Taxes of the HRPT CWH Group shall be borne by, shall be the responsibility of, and shall be paid by the HRPT CWH Group, and all federal Income Taxes of the GOV SIR Group shall be borne by, shall be the responsibility of, and shall be paid by the GOV SIR Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT CWH Group and the GOV SIR Group in the following manner. Any item relating to the Property Assets or the GOV SIR Group shall be: (i) allocated exclusively to the HRPT CWH Group if such item is in respect of a period ending before the Effective Date; (ii) allocated exclusively to the GOV SIR Group if such item is in respect of a period commencing after the Effective Date; and (iii) apportioned, if such item is in respect of a period that includes the Effective Date, between the HRPT CWH Group and the GOV SIR Group in a manner consistent with (A) applicable Tax laws (including the analogous principles of Section 1.1361-5(a)(1)(iii) of the Treasury Regulations under which the GOV SIR Group would cease to be a qualified REIT subsidiary of the HRPT CWH Group at the close of the Effective Date), (B) the continued qualification of both HRPT CWH and GOV SIR as real estate investment trusts under the Code, and (C) commercially reasonable prorations of items between transferors and transferees of real estate. (b) For any state or local Income Tax that follows Section 856(i) of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HRPT CWH Group shall be borne by, shall be the responsibility of, and shall be paid by HRPTCWH, and (ii) such state and local Income Taxes of the GOV SIR Group shall be borne by, shall be the responsibility of, and shall be paid by GOVSIR; for purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT CWH Group and the GOV SIR Group in the same manner as Section 6.1(a). (c) State or local Income Taxes of any member of the HRPT CWH Group that are not covered by Section 6.1(b) shall be borne by, shall be the responsibility of, and shall be paid by HRPTCWH. State or local Income Taxes of any member of the GOV SIR Group that are not covered by Section 6.1(b), without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k2.2(a), shall be: (i) allocated exclusively to the HRPT CWH Group if such item is in respect of a portion of a period prior to the Effective Date; (ii) allocated exclusively to the GOV SIR Group if such item is in respect of a portion of a period following the Effective Date; and (iii) allocated under the apportionment principles of Section 6.1(a)(iii) if such item arises during a portion of a period including the Effective Date. (d) Other Taxes (other than those included in GOV SIR Expenses) of any member of the GOV SIR Group shall be allocated, but without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k2.2(a), consistent with the apportionment principles of Section 6.1(a)(iii), between the HRPT CWH Group and the GOV SIR Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes on or before the Effective Date (to be borne by, be the responsibility of, and be paid by, the HRPT CWH Group) versus those that give rise to create liability for such Taxes after the Effective Date (to be borne by, be the responsibility of, and be paid by the GOV SIR Group). (e) HRPT CWH shall hold GOV SIR harmless from and against all Taxes which are to be borne by the HRPT CWH Group under this Section 6.1. GOV SIR shall hold HRPT CWH harmless from and against all Taxes which are to be borne by the GOV SIR Group under this Section 6.1.

General Responsibility for Taxes. (a) All federal Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HRPT Group, and all federal Income Taxes of the GOV Group shall be borne by, shall be the responsibility of, and shall be paid by the GOV Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Group in the following manner. Any item relating to the Property Assets or the GOV Group shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a period ending before the Effective Date; (ii) allocated exclusively to the GOV Group if such item is in respect of a period commencing after the Effective Date; and (iii) apportioned, if such item is in respect of a period that includes the Effective Date, between the HRPT Group and the GOV Group in a manner consistent with (A) applicable Tax laws (including the analogous principles of Section 1.1361-5(a)(1)(iii) of the Treasury Regulations under which the GOV Group would cease to be a qualified REIT subsidiary of the HRPT Group at the close of the Effective Date), (B) the continued qualification of both HRPT and GOV as real estate investment trusts under the Code, and (C) commercially reasonable prorations of items between transferors and transferees of real estate. (b) For any state or local Income Tax that follows Section 856(i) of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by HRPT, and (ii) such state and local Income Taxes of the GOV Group shall be borne by, shall be the responsibility of, and shall be paid by GOV; for purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Group in the same manner as Section 6.1(a). (c) State or local Income Taxes of any member of the HRPT Group that are not covered by Section 6.1(b) shall be borne by, shall be the responsibility of, and shall be paid by HRPT. State or local Income Taxes of any member of the GOV Group that are not covered by Section 6.1(b), without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k2.1(j), shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a portion of a period prior to the Effective Date; (ii) allocated exclusively to the GOV Group if such item is in respect of a portion of a period following the Effective Date; and (iii) allocated under the apportionment principles of Section 6.1(a)(iii) if such item arises during a portion of a period including the Effective Date. (d) Other Taxes (other than those included in GOV Expenses) of any member of the GOV Group shall be allocated, but without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k2.1(j), consistent with the apportionment principles of Section 6.1(a)(iii), between the HRPT Group and the GOV Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes on or before the Effective Date (to be borne by, be the responsibility of, and be paid by, the HRPT Group) versus those that give rise to create liability for such Taxes after the Effective Date (to be borne by, be the responsibility of, and be paid by the GOV Group). (e) HRPT shall hold GOV harmless from and against all Taxes which are to be borne by the HRPT Group under this Section 6.1. GOV shall hold HRPT harmless from and against all Taxes which are to be borne by the GOV Group under this Section 6.1.

General Responsibility for Taxes. (a) All federal Income Taxes of the HRPT SIR Group shall be borne by, shall be the responsibility of, and shall be paid by the HRPT SIR Group, and all federal Income Taxes of the GOV ILPT Group shall be borne by, shall be the responsibility of, and shall be paid by the GOV ILPT Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT SIR Group and the GOV ILPT Group in the following manner. Any item relating to the Property Assets ILPT Properties or the GOV ILPT Group shall be: (i) allocated exclusively to the HRPT SIR Group if such item is in respect of a period ending before the Effective Date; (ii) allocated exclusively to the GOV ILPT Group if such item is in respect of a period commencing after the Effective Date; and (iii) apportioned, if such item is in respect of a period that includes the Effective Date, between the HRPT SIR Group and the GOV ILPT Group in a manner consistent with (A) applicable Tax laws (including the analogous principles of Section 1.1361-5(a)(1)(iii) of the Treasury Regulations under which the GOV members of ILPT Group would cease to be a qualified REIT subsidiary subsidiaries of the HRPT Group SIR at the close of the Effective Date), (B) the continued qualification of both HRPT SIR and GOV ILPT as real estate investment trusts under the Code, and (C) commercially reasonable prorations of items between transferors and transferees of real estate. (b) For any state or local Income Tax that follows Section 856(i) of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HRPT SIR Group shall be borne by, shall be the responsibility of, and shall be paid by HRPTSIR, and (ii) such state and local Income Taxes of the GOV ILPT Group shall be borne by, shall be the responsibility of, and shall be paid by GOVILPT; for purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT SIR Group and the GOV ILPT Group in the same manner as Section 6.1(a). (c) State or local Income Taxes of any member of the HRPT SIR Group that are not covered by Section 6.1(b) shall be borne by, shall be the responsibility of, and shall be paid by HRPTSIR. State or local Income Taxes of any member of the GOV ILPT Group that are not covered by Section 6.1(b), without duplication for Taxes included in current Liabilities distributed to SIR as part of the distribution in Section 2.1(k2.2(a) or as part of the proration in Section 2.2(b), shall be: (i) allocated exclusively to the HRPT SIR Group if such item is in respect of a portion of a period prior to the Effective Date; (ii) allocated exclusively to the GOV ILPT Group if such item is in respect of a portion of a period following the Effective Date; and (iii) allocated under the apportionment principles of Section 6.1(a)(iii) if such item arises during a portion of a period including the Effective Date. (d) Other Taxes (other than those included in GOV ILPT Expenses) of any member of the GOV ILPT Group shall be allocated, but without duplication for Taxes included in current Liabilities distributed to SIR as part of the distribution in Section 2.1(k2.2(a) or as part of the proration in Section 2.2(b), consistent with the apportionment principles of Section 6.1(a)(iii), between the HRPT SIR Group and the GOV ILPT Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes on or before the Effective Date (to be borne by, be the responsibility of, and be paid by, the HRPT SIR Group) versus those that give rise to create liability for such Taxes after the Effective Date (to be borne by, be the responsibility of, and be paid by the GOV ILPT Group). (e) HRPT SIR shall hold GOV the ILPT Group harmless from and against all Taxes which are to be borne by the HRPT SIR Group under this Section 6.1. GOV ILPT shall hold HRPT the SIR Group harmless from and against all Taxes which are to be borne by the GOV ILPT Group under this Section 6.1.

General Responsibility for Taxes. (a) All federal Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HRPT GroupHRPT, and all federal Income Taxes of the GOV Senior Housing Group shall be borne by, shall be the responsibility of, and shall be paid by the GOV GroupSenior Housing. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Senior Housing Group in the following manner. Any item relating to the Property Senior Housing Assets or the GOV Group Senior Housing Business shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a period ending before the Effective Distribution Date; (ii) allocated exclusively to the GOV Senior Housing Group if such item is in respect of a period commencing after the Effective Distribution Date; and (iii) apportionedapportioned between the HRPT Group and the Senior Housing Group in a manner consistent with (A) applicable Tax laws, (B) the continued qualification of both HRPT and Senior Housing as REITs under the Code, and (C) commercially reasonable pro rations of items between buyers and sellers of real estate, if such item is in respect of a period that includes the Effective Distribution Date, between the HRPT Group and the GOV Group in a manner consistent with (A) applicable Tax laws (including the analogous principles of Section 1.1361-5(a)(1)(iii) of the Treasury Regulations under which the GOV Group would cease to be a qualified REIT subsidiary of the HRPT Group at the close of the Effective Date), (B) the continued qualification of both HRPT and GOV as real estate investment trusts under the Code, and (C) commercially reasonable prorations of items between transferors and transferees of real estate. (b) For any state or local Income Tax that follows Section 856(i) of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by HRPT, and (ii) such state and local Income Taxes of the GOV Senior Housing Group shall be borne by, shall be the responsibility of, and shall be paid by GOV; for Senior Housing. For purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Senior Housing Group in the same manner as Section 6.1(a). (c) State or local Income Taxes of any member of the HRPT Group that are not covered by Section 6.1(b) shall be borne by, shall be the responsibility of, and shall be paid by HRPT. State or local Income Taxes of any member of the GOV Group that are not covered by Section 6.1(b), without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k), shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a portion of a period prior to the Effective Date; (ii) allocated exclusively to the GOV Group if such item is in respect of a portion of a period following the Effective Date; and (iii) allocated under the apportionment principles of Section 6.1(a)(iii) if such item arises during a portion of a period including the Effective Date. (d) Other Taxes (other than those included in GOV Expenses) of any member of the GOV Group shall be allocated, but without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k), consistent with the apportionment principles of Section 6.1(a)(iii), between the HRPT Group and the GOV Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes on or before the Effective Date (to be borne by, be the responsibility of, and be paid by, the HRPT Group) versus those that give rise to create liability for such Taxes after the Effective Date (to be borne by, be the responsibility of, and be paid by the GOV Group). (e) HRPT shall hold GOV Senior Housing harmless from and against all Taxes which are to be borne by the HRPT Group under this Section 6.16. 1. GOV Senior Housing shall hold HRPT harmless from and against all Taxes which are to be borne by the GOV Group Senior Housing under this Section 6.1.

General Responsibility for Taxes. (a) All federal Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HRPT GroupHRPT, and all federal Income Taxes of the GOV Senior Housing Group shall be borne by, shall be the responsibility of, and shall be paid by the GOV GroupSenior Housing. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Senior Housing Group in the following manner. Any item relating to the Property Senior Housing Assets or the GOV Group Senior Housing Business shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a period ending before the Effective Distribution Date; (ii) allocated exclusively to the GOV Senior Housing Group if such item is in respect of a period commencing after the Effective Distribution Date; and (iii) apportioned, if such item is in respect of a period that includes the Effective Date, apportioned between the HRPT Group and the GOV Senior Housing Group in a manner consistent with (A) applicable Tax laws (including the analogous principles of Section 1.1361-5(a)(1)(iii) of the Treasury Regulations under which the GOV Group would cease to be a qualified REIT subsidiary of the HRPT Group at the close of the Effective Date)laws, (B) the continued qualification of both HRPT and GOV Senior Housing as real estate investment trusts under the Code, and (C) commercially reasonable prorations pro rations of items between transferors buyers and transferees sellers of real estate, if such item is in respect of a period that includes the Distribution Date. (b) For any state or local Income Tax that follows Section 856(i) of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HRPT Group shall be borne by, shall be the responsibility of, and shall be paid by HRPT, and (ii) such state and local Income Taxes of the GOV Senior Housing Group shall be borne by, shall be the responsibility of, and shall be paid by GOV; for Senior Housing. For purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and apportioned between the HRPT Group and the GOV Senior Housing Group in the same manner as Section 6.1(a). (c) State or local Income Taxes of any member of the HRPT Group that are not covered by Section 6.1(b) shall be borne by, shall be the responsibility of, and shall be paid by HRPT. State or local Income Taxes of any member of the GOV Group that are not covered by Section 6.1(b), without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k), shall be: (i) allocated exclusively to the HRPT Group if such item is in respect of a portion of a period prior to the Effective Date; (ii) allocated exclusively to the GOV Group if such item is in respect of a portion of a period following the Effective Date; and (iii) allocated under the apportionment principles of Section 6.1(a)(iii) if such item arises during a portion of a period including the Effective Date. (d) Other Taxes (other than those included in GOV Expenses) of any member of the GOV Group shall be allocated, but without duplication for Taxes included in current Liabilities as part of the distribution in Section 2.1(k), consistent with the apportionment principles of Section 6.1(a)(iii), between the HRPT Group and the GOV Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes on or before the Effective Date (to be borne by, be the responsibility of, and be paid by, the HRPT Group) versus those that give rise to create liability for such Taxes after the Effective Date (to be borne by, be the responsibility of, and be paid by the GOV Group). (e) HRPT shall hold GOV Senior Housing harmless from and against all Taxes which are to be borne by the HRPT Group under this Section 6.16. 1. GOV Senior Housing shall hold HRPT harmless from and against all Taxes which are to be borne by the GOV Group Senior Housing under this Section 6.1.