Common use of General Responsibility for Taxes Clause in Contracts

General Responsibility for Taxes. (a) All federal Income Taxes of the HPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT Group, and all federal Income Taxes of the TCA LLC Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as between the HPT Group and the TCA LLC Group, in a manner consistent with: (i) applicable Tax laws, including without limitation (A) the federal consolidated Income Tax Return whose common parent has employer identification number 00-0000000 including all the income, expenses and operations of such parent and its subsidiaries through the close of business on the TCA Closing Date in accordance with Sections 1.1502-1(b) and 1.1502-76(b)(1)(ii)(A)(1) of the Treasury Regulations, (B) the federal Income Tax Return Form 1120-REIT of HPT including the gains (if any) that result from the application of Section 311 of the Code to the Distribution, and (C) the federal consolidated Income Tax Return whose common parent has employer identification number 00-0000000 including all the income, expenses and operations of such parent and its subsidiaries from and after the end of the taxable period covered by Section 5.1(a)(i)(A); (ii) the continued qualification of HPT as a real estate investment trust under the Code; and (iii) commercially reasonable prorations of items between lessors and lessees of real estate. (b) For any state or local Income Tax that follows Code Section 856(i) or Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT Group, and (ii) such state and local Income Taxes of the TCA LLC Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Group. For purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as between the HPT Group and the TCA LLC Group, in the same manner as SECTION 5.1(a). (c) All Taxes not covered by SECTIONS 5.1(a)-(b) and 5.2, including applicable Other Taxes, shall be allocated between the HPT Group and the TCA LLC 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, and based on the taxable periods to which such Taxes relate, except that any real estate transfer, sales or similar Taxes applied in respect of the transfers of Landlord Properties pursuant to SECTION 2.3(c)(1)-(3) shall be borne by the HPT Group regardless of whom such Taxes shall have been imposed upon in the first instance. (d) HPT shall hold TCA LLC harmless from and against all Taxes which are to be borne by the HPT Group under this SECTION 5.1. TCA LLC shall hold HPT harmless from and against all Taxes which are to be borne by the TCA LLC Group under this SECTION 5.1. 5.2 ALLOCATION OF CERTAIN TAXES AMONG TAXABLE PERIODS. HPT and TCA LLC agree that if it or any member of the HPT Group or TCA LLC Group, respectively, is permitted but not required under any applicable Tax law, including applicable state and local Income Tax laws, to allocate Tax liabilities in the manner consistent with how federal Tax liabilities are allocated pursuant to SECTION 5.1(a), then HPT and TCA LLC shall cooperate on behalf of the HPT Group and TCA LLC Group, respectively, so as to achieve such allocation of Taxes through available elections or otherwise.

General Responsibility for Taxes. (a) All federal Income Taxes of the HPT SNH Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT SNH Group, and all federal Income Taxes of the TCA LLC Five Star Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Five Star Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as apportioned between the HPT SNH Group and the TCA LLC GroupFive Star Group in the following manner. Any item relating to the Five Star Assets or the Five Star Business shall be: (i) allocated exclusively to the SNH Group if such item is in respect of a period ending before the Distribution Date; (ii) allocated exclusively to the Five Star Group if such item is in respect of a period commencing after the Distribution Date; and (iii) apportioned, if such item is in respect of a period that includes the Distribution Date, between the SNH Group and the Five Star Group in a manner consistent with: with (iA) applicable Tax laws, including without limitation (A) the federal consolidated Income Tax Return whose common parent has employer identification number 00-0000000 including all the income, expenses and operations of such parent and its subsidiaries through the close of business on the TCA Closing Date in accordance with Sections 1.1502-1(b) and 1.1502-76(b)(1)(ii)(A)(1) of the Treasury Regulations, (B) the federal Income Tax Return Form 1120-REIT continued qualification of HPT including both SNH and HRPT as real estate investment trusts under the gains (if any) that result from the application of Section 311 of the Code to the DistributionCode, and (C) the federal consolidated Income Tax Return whose common parent has employer identification number 00-0000000 including all the income, expenses and operations of such parent and its subsidiaries from and after the end of the taxable period covered by Section 5.1(a)(i)(A); (ii) the continued qualification of HPT as a real estate investment trust under the Code; and (iii) commercially reasonable prorations pro rations of items between lessors and lessees of real estate. (b) For any state or local Income Tax that follows Code Section 856(i) or of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, Regulations (i) such state and local Income Taxes of the HPT SNH Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT SNH Group, and (ii) such state and local Income Taxes of the TCA LLC Five Star Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Five Star Group. For purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as apportioned between the HPT SNH Group and the TCA LLC Group, Five Star Group in the same manner as SECTION 5.1(a7.1(A). (c) All Taxes not covered by SECTIONS 5.1(a)-(b) 7.1 and 5.27.2, including applicable Other Taxes, shall be allocated between the HPT SNH Group and the TCA LLC Five Star 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, and based on the taxable periods to which such Taxes relate, except that any real estate transfer, sales or similar Taxes applied in respect of the transfers of Landlord Properties pursuant to SECTION 2.3(c)(1)-(3) shall be borne by the HPT Group regardless of whom such Taxes shall have been imposed upon in the first instance. (d) HPT SNH shall hold TCA LLC Five Star harmless from and against all Taxes which are to be borne by the HPT SNH Group under this SECTION 5.17.1. TCA LLC Five Star shall hold HPT SNH harmless from and against all Taxes which are to be borne by the TCA LLC Five Star Group under this SECTION 5.1. 5.2 ALLOCATION OF CERTAIN TAXES AMONG TAXABLE PERIODS. HPT and TCA LLC agree that if it or any member of the HPT Group or TCA LLC Group, respectively, is permitted but not required under any applicable Tax law, including applicable state and local Income Tax laws, to allocate Tax liabilities in the manner consistent with how federal Tax liabilities are allocated pursuant to SECTION 5.1(a), then HPT and TCA LLC shall cooperate on behalf of the HPT Group and TCA LLC Group, respectively, so as to achieve such allocation of Taxes through available elections or otherwise7.1.

General Responsibility for Taxes. (a) All federal Income Taxes of the HPT SNH Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT SNH Group, and all federal Income Taxes of the TCA LLC Five Star Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Five Star Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as apportioned between the HPT SNH Group and the TCA LLC GroupFive Star Group in the following manner. Any item relating to the Five Star Assets or the Five Star Business shall be: (i) allocated exclusively to the SNH Group if such item is in respect of a period ending before the Distribution Date; (ii) allocated exclusively to the Five Star Group if such item is in respect of a period commencing after the Distribution Date; and (iii) apportioned, if such item is in respect of a period that includes the Distribution Date, between the SNH Group and the Five Star Group in a manner consistent with: with (iA) applicable Tax laws, including without limitation (A) the federal consolidated Income Tax Return whose common parent has employer identification number 00-0000000 including all the income, expenses and operations of such parent and its subsidiaries through the close of business on the TCA Closing Date in accordance with Sections 1.1502-1(b) and 1.1502-76(b)(1)(ii)(A)(1) of the Treasury Regulations, (B) the federal Income Tax Return Form 1120-REIT continued qualification of HPT including both SNH and HRPT as real estate investment trusts under the gains (if any) that result from the application of Section 311 of the Code to the DistributionCode, and (C) the federal consolidated Income Tax Return whose common parent has employer identification number 00-0000000 including all the income, expenses and operations of such parent and its subsidiaries from and after the end of the taxable period covered by Section 5.1(a)(i)(A); (ii) the continued qualification of HPT as a real estate investment trust under the Code; and (iii) commercially reasonable prorations pro rations of items between lessors and lessees of real estate. (b) For any state or local Income Tax that follows Code Section 856(i) or of the Code and Section 301.7701-2(c)(2)(i) of the Treasury Regulations, Regulations (i) such state and local Income Taxes of the HPT SNH Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT SNH Group, and (ii) such state and local Income Taxes of the TCA LLC Five Star Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Five Star Group. For purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as apportioned between the HPT SNH Group and the TCA LLC Group, Five Star Group in the same manner as SECTION 5.1(a7.1(a). (c) All Taxes not covered by SECTIONS 5.1(a)-(b) 7.1 and 5.27.2, including applicable Other Taxes, shall be allocated between the HPT SNH Group and the TCA LLC Five Star 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, and based on the taxable periods to which such Taxes relate, except that any real estate transfer, sales or similar Taxes applied in respect of the transfers of Landlord Properties pursuant to SECTION 2.3(c)(1)-(3) shall be borne by the HPT Group regardless of whom such Taxes shall have been imposed upon in the first instance. (d) HPT SNH shall hold TCA LLC Five Star harmless from and against all Taxes which are to be borne by the HPT SNH Group under this SECTION 5.17.1. TCA LLC Five Star shall hold HPT SNH harmless from and against all Taxes which are to be borne by the TCA LLC Five Star Group under this SECTION 5.1. 5.2 ALLOCATION OF CERTAIN TAXES AMONG TAXABLE PERIODS. HPT and TCA LLC agree that if it or any member of the HPT Group or TCA LLC Group, respectively, is permitted but not required under any applicable Tax law, including applicable state and local Income Tax laws, to allocate Tax liabilities in the manner consistent with how federal Tax liabilities are allocated pursuant to SECTION 5.1(a), then HPT and TCA LLC shall cooperate on behalf of the HPT Group and TCA LLC Group, respectively, so as to achieve such allocation of Taxes through available elections or otherwise7.1.