Common use of Ordinary Course Tax Clause in Contracts

Ordinary Course Tax. (a) Subject to Section 2.02, ALC shall be liable, and shall indemnify and hold the Extendicare Group harmless, for all Tax that is attributable to members of the ALC Group for all periods. The amount of Tax “attributable to” the ALC Group shall be determined in accordance with the principles described in Exhibit B. (b) EHI shall be liable, and shall indemnify and hold the ALC Group harmless, for all Tax that is attributable to members of the Extendicare Group for all periods. The amount of Tax “attributable to” members of the Extendicare Group shall be determined in accordance with the principles described in Exhibit B. (c) For purposes of this Section 2.01, all Tax that is attributable to each EHSI Assisted Living Facility listed on Schedule 2.01(c) (i) shall be treated as attributable to the Extendicare Group for all periods (or portion thereof) ending on the date listed on Schedule 2.01(c) with respect to such EHSI Assisted Living Facility and (ii) shall be treated as attributable to the ALC Group for all periods (or portion thereof) beginning on or after the date listed on Schedule 2.01(c) with respect to such EHSI Assisted Living Facility. (d) EHI and ALC shall agree on a reasonable apportionment between the Extendicare Group and the ALC Group of any existing limitation under Code Section 382 that applies to any net operating loss carryforwards in the existing Extendicare Group, and any comparable limitations under state or local law.

Ordinary Course Tax. (a) Subject to Section 2.02, ALC shall be liable, and shall indemnify and hold the Extendicare Group harmless, for all Tax that is attributable to members of the ALC Group for all periods. The amount of Tax “attributable to” the ALC Group shall be determined in accordance with the principles described in Exhibit B. (b) EHI shall be liable, and shall indemnify and hold the ALC Group harmless, for all Tax that is attributable to members of the Extendicare Group for all periods. The amount of Tax “attributable to” members of the Extendicare Group shall be determined in accordance with the principles described in Exhibit B. (c) For purposes of this Section 2.01, all Tax that is attributable to each EHSI Assisted Living Facility listed on Schedule 2.01(c) (i) shall be treated as attributable to the Extendicare Group for all periods (or portion thereof) ending on or before the date listed on Schedule 2.01(c) with respect to such EHSI Assisted Living Facility and (ii) shall be treated as attributable to the ALC Group for all periods (or portion thereof) beginning on or after the date listed on Schedule 2.01(c) with respect to such EHSI Assisted Living Facility. (d) EHI and ALC shall agree on a reasonable apportionment between the Extendicare Group and the ALC Group of any existing limitation under Code Section 382 that applies to any net operating loss carryforwards in the existing Extendicare Group, and any comparable limitations under state or local law.

Ordinary Course Tax. (a) Subject to Section 2.022.03, ALC shall be liable, and shall indemnify and hold the Extendicare Group harmless, for all Tax that is attributable to members of the ALC Group for all periods. The [In the case of any Tax the liability for which would be determined on a consolidated, combined, affiliated, unitary or similar basis, the amount of Tax “attributable to” the ALC Group shall be determined in accordance with the principles described in Exhibit B. (b) EHI shall be liable, and shall indemnify and hold the ALC Group harmless, for all Tax that is attributable to members of the Extendicare Group for all periods. The amount of Tax “attributable to” members of the Extendicare Group shall be determined in accordance with the principles described in Exhibit B. (c) For purposes of this Section 2.01, all Tax that is attributable to each EHSI Assisted Living Facility listed on Schedule 2.01(c) (i) shall be treated as attributable to the Extendicare Group for all periods (or portion thereof) ending on or before the date listed on Schedule 2.01(c) with respect to such EHSI Assisted Living Facility and (ii) shall be treated as attributable to the ALC Group for all periods (or portion thereof) beginning on or after the date listed on Schedule 2.01(c) with respect to such EHSI Assisted Living Facility. (d) EHI and ALC shall agree on a reasonable apportionment between the Extendicare Group and the ALC Group of any existing limitation under Code Section 382 that applies to any net operating loss carryforwards in the existing Extendicare Group, and any comparable limitations under state or local law.