Common use of PROPERTY ALLOCATION Clause in Contracts

PROPERTY ALLOCATION. Sellers and Purchaser agree that, prior to the Closing, the Allocated Purchase Price for each individual Hotel Asset purchased as part of the Closing shall be allocated for federal, state and local Tax purposes (the “Allocation”) among the applicable portion of (i) the Real Property, (ii) the Improvements, and (iii) the Personal Property as may be determined by agreement of Seller and Purchaser in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). At least 30 days prior to the Closing, Purchaser shall prepare and deliver to Sellers a draft of the Allocation setting forth its proposed calculation of the aggregate amount of the Allocated Purchase Price to be allocated among the applicable portions of each Hotel Asset sold pursuant to the Closing. If within 10 days after their receipt of the draft of the Allocation Sellers have not objected in writing to such draft allocation, it shall become final. In the event that Sellers object in writing within such 10-day period, Sellers and Purchaser shall negotiate in good faith to resolve the dispute. Upon reaching an agreement on the Allocation, Purchaser and Sellers shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the agreed Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local Tax returns and related Tax documents consistent with the agreed Allocation, as the same may be adjusted pursuant to any provisions of this Agreement, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Notwithstanding the foregoing, if, after negotiating in good faith, Purchaser and Sellers are unable to agree on a mutually satisfactory Allocation, each Purchaser and Sellers shall use its or their own allocation for purposes of this Section 2.3.

PROPERTY ALLOCATION. Sellers and Purchaser agree that, prior to the each Closing, the Allocated Purchase Price for each individual Hotel Asset purchased as part of the such Closing shall be allocated for federal, state and local Tax purposes (the “Allocation”) among the applicable portion of (i) the Real Property, (ii) the Improvements, and (iii) the Personal Property as may be determined by agreement of Seller and Purchaser in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). At least 30 days prior to the each Closing, Purchaser shall prepare and deliver to Sellers a draft of the Allocation setting forth its proposed calculation of the aggregate amount of the Allocated Purchase Price to be allocated among the applicable portions of each Hotel Asset sold pursuant to the such Closing. If within 10 days after their receipt of the draft of the Allocation Sellers have not objected in writing to such draft allocation, it shall become final. In the event that Sellers object in writing within such 10-day period, Sellers and Purchaser shall negotiate in good faith to resolve the dispute. Upon reaching an agreement on the Allocation, Purchaser and Sellers shall (i) cooperate in the filing of any forms (including Form 8594 or Form 8824 under Section 1060 of the Code) with respect to the agreed Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local Tax returns and related Tax documents consistent with the agreed Allocation, as the same may be adjusted pursuant to any provisions of this Agreement, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Notwithstanding the foregoing, if, after negotiating in good faith, Purchaser and Sellers are unable to agree on a mutually satisfactory Allocation, each Purchaser and Sellers shall use its or their own allocation for purposes of this Section 2.3.

PROPERTY ALLOCATION. Sellers Seller and Purchaser agree that, prior to the Closing, the Allocated Purchase Price and the Allocated Loan Amount (as such term is defined in the Loan Agreement) of the Assumed Debt for each individual Hotel Asset purchased as part of the Closing shall be allocated for federal, state and local Tax tax purposes (the “Allocation”) among the applicable portion of (i) the Real Property, (ii) the Improvements, and (iii) the Personal Property as may be determined by agreement of Seller and Purchaser in accordance with Section 1060 of the Internal Revenue Code of 1986Code. Not later than forty-five (45) days after the Effective Date, as amended (the “Code”). At least 30 days prior to the Closing, Purchaser Seller shall prepare and deliver to Sellers Purchaser a draft of the Allocation setting forth its proposed calculation of the aggregate amount allocation of the Allocated Purchase Price (and any other items that are required for federal income tax purposes to be allocated among the applicable portions treated as part of each Hotel Asset sold pursuant Allocated Purchase Price) (the “Initial Allocation”). Purchaser shall review the Initial Allocation and provide any objections to Seller within five (5) Business Days after receipt thereof. If Purchaser raises any objection to the Closing. If within 10 days after their receipt of Initial Allocation, the draft of the Allocation Sellers have not objected in writing to such draft allocation, it shall become final. In the event that Sellers object in writing within such 10-day period, Sellers and Purchaser shall parties hereto will negotiate in good faith (provided that failing to agree to the Initial Allocation for any particular Hotel Asset due to negative economic consequences that will be incurred by a party as a result of doing so shall in no event be considered a failure to negotiate in good faith) to resolve the disputeany such objection. Upon reaching an agreement on the disputed items identified by Purchaser in such Initial Allocation, the Initial Allocation shall be finalized, provided that if the parties fail to reach an agreement within three (3) Business Days on any such disputed items, such items shall be finalized through “baseball style” arbitration, as set forth in Schedule 6 (such finalized allocation, the “Final Allocation”). Purchaser and Sellers Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the agreed such Final Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local Tax tax returns and related Tax tax documents consistent with the agreed such Final Allocation, as the same may be adjusted pursuant to any provisions of this Agreement, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Notwithstanding the foregoing, if, after negotiating in good faith, Purchaser and Sellers are unable to agree on a mutually satisfactory Allocation, each Purchaser and Sellers shall use its or their own allocation for purposes of this Section 2.3.