Common use of Real Estate and Personal Property Taxes Clause in Contracts

Real Estate and Personal Property Taxes. A. Subject to Section 11.24 relating to permitted contests, Manager shall pay, from Gross Revenues for each Hotel, all Impositions with respect to such Hotel, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord and Tenant copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any Hotel as may be necessary to prepare any required returns and reports by Landlord or Tenant. Tenant shall give, and will use reasonable efforts to cause Landlord to give, copies of official tax bills and assessments which it may receive with respect to any Hotel and prompt notice to Tenant and Manager of all Impositions payable by Tenant under the Lease of which Tenant or Landlord, as the case may be, at any time has knowledge; provided, however, that Landlord’s or Tenant’s failure to give any such notice shall in no way diminish Manager’s obligation hereunder to pay such Impositions (except that Landlord or Tenant, as applicable, shall be responsible for any interest or penalties incurred as a result of Landlord’s or Tenant’s, as applicable, failure promptly to forward the same). B. The word “Impositions” as used in this Agreement shall include, but not be limited to, franchise taxes under the laws of the State(s) and gross receipt or general excise taxes or sales taxes payable on (i) Rent payable to Landlord, (ii) all sums payable to Tenant pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues:

Real Estate and Personal Property Taxes. A. Subject to Section 11.24 11.18 relating to permitted contests, Manager shall pay, from Gross Revenues for each Hotel, all Impositions with respect to such Hotel, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to the applicable Landlord and Tenant Owner copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any Hotel as may be necessary to prepare any required returns and reports by Landlord the applicable Owner or Tenant. Tenant Landlord. B. Each Owner shall give, and will use reasonable efforts to cause the applicable Landlord to give, copies of official tax bills and assessments which it may receive with respect to any Hotel and prompt notice to Tenant the applicable Owner and Manager of all Impositions payable by Tenant such Owner under the applicable Lease of which Tenant such Owner or such Landlord, as the case may be, at any time has knowledge; provided, however, that any Landlord’s or TenantOwner’s failure to give any such notice shall in no way diminish Manager’s obligation hereunder to pay such Impositions (except that Landlord the applicable Owner or TenantLandlord, as applicable, shall be responsible for any interest or penalties incurred as a result of Landlordsuch Owner’s or TenantLandlord’s, as applicable, failure promptly to forward the same). B. The word “Impositions” C. Notwithstanding anything herein to the contrary, each Owner and Manager shall pay from its own funds (and not from Gross Revenues of any Hotel) any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax imposed on such Owner or Manager, as used in this Agreement shall includeapplicable, or any income tax imposed (but not be limited to, franchise taxes under the laws of the State(s) and gross receipt or general excise taxes taxes) on any income of such Owner or sales taxes payable on Manager (i) Rent payable to Landlord, (ii) all sums payable to Tenant including distributions pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicableArticle III), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues:.

Real Estate and Personal Property Taxes. A. Subject to Section 11.24 relating to permitted contests, Manager shall pay, from Gross Revenues for each Hotel, all Impositions with respect to such Hotel, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord and Tenant copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any Hotel as may be necessary to prepare any required returns and reports by Landlord or Tenant. Tenant shall give, and will use reasonable efforts to cause Landlord to give, copies of official tax bills and assessments which it may receive with respect to any Hotel and prompt notice to Tenant and Manager of all Impositions payable by Tenant under the applicable Lease of which Tenant or Landlord, as the case may be, at any time has knowledge; provided, however, that Landlord’s or Tenant’s failure to give any such notice shall in no way diminish Manager’s obligation hereunder to pay such Impositions (except that Landlord or Tenant, as applicable, shall be responsible for any interest or penalties incurred as a result of Landlord’s or Tenant’s, as applicable, failure promptly to forward the same). B. The word “Impositions” as used in this Agreement shall include, but not be limited to, franchise taxes under the laws of the State(s) and gross receipt or general excise taxes or sales taxes payable on (i) Rent payable to Landlord, (ii) all sums payable to Tenant pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues:

Real Estate and Personal Property Taxes. A. Subject to Section 11.24 11.18 relating to permitted contests, Manager shall pay, from Gross Revenues for each HotelRevenues, all Impositions with respect to such the Hotel, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord and Tenant Owner copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any the Hotel as may be necessary to prepare any required returns and reports by Landlord or TenantOwner. Tenant Owner shall give, and will use reasonable efforts to cause Landlord to give, copies of official tax bills and assessments which it may receive with respect to any the Hotel and prompt notice to Tenant Owner and Manager of all Impositions payable by Tenant Owner under the Lease of which Tenant Owner or Landlord, as the case may be, at any time has knowledge; provided, however, that Landlord’s or TenantOwner’s failure to give any such notice shall in no way diminish Manager’s obligation hereunder to pay such Impositions (except that Landlord or Tenant, as applicable, Manager shall not be responsible for any interest or penalties incurred as a result of Landlord’s or TenantOwner’s, as applicable, failure promptly to forward the same). B. The word “Impositions” Notwithstanding anything herein to the contrary, each of Owner and Manager shall pay from its own funds (and not from Gross Revenues of the Hotel) any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax imposed on Owner or Manager, as used in this Agreement shall includeapplicable, or any income tax imposed (but not be limited to, franchise taxes under the laws of the State(s) and gross receipt or general excise taxes taxes) on any income of Owner or sales taxes payable on Manager (i) Rent payable to Landlord, (ii) all sums payable to Tenant including distributions pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicableArticle III), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues:.

Real Estate and Personal Property Taxes. A. Subject to Section 11.24 relating to permitted contests, Manager shall pay, from Gross Revenues for each the Hotel, all Impositions with respect to such HotelImpositions, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord and Tenant copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such the Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any the Hotel as may be necessary to prepare any required returns and reports by Landlord or Tenant. Tenant shall give, and will use reasonable efforts to cause Landlord to give, copies of official tax bills and assessments which it may receive with respect to any the Hotel and prompt notice to Tenant and Manager of all Impositions payable by Tenant under the Lease of which Tenant or Landlord, as the case may be, at any time has knowledge; provided, however, that Landlord’s or Tenant’s failure to give any such notice shall in no way diminish Manager’s obligation hereunder to pay such Impositions (except that Landlord or Tenant, as applicable, shall be responsible for any interest or penalties incurred as a result of Landlord’s or Tenant’s, as applicable, failure promptly to forward the same). B. The word “Impositions” as used in this Agreement shall include, but not be limited to, franchise taxes under the laws of the State(s) and gross receipt or general excise taxes or sales taxes payable on (i) Rent payable to Landlord, (ii) all sums payable to Tenant pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicableHotel), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicableHotel), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues:

Real Estate and Personal Property Taxes. A. i. Subject to Section 11.24 11.17 relating to permitted contests, Manager shall pay, from Gross Revenues for each Hotel, all Impositions with respect to such Hotel, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to the applicable Landlord and Tenant Owner copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term for each Hotel as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any Hotel as may be necessary to prepare any required returns and reports by Landlord Owner or Tenantthe applicable Landlord. Tenant Owner shall give, and will use reasonable efforts to cause the applicable Landlord to give, copies of official tax bills and assessments which it may receive with respect to any each Hotel and prompt notice to Tenant Owner and Manager of all Impositions payable by Tenant Owner under the Lease of which Tenant Owner or such Landlord, as the case may be, at any time has knowledge; provided, however, that any Landlord’s or TenantOwner’s failure to give any such notice shall in no way diminish Manager’s obligation hereunder to pay such Impositions (except that Landlord Owner or Tenantthe applicable Landlord, as applicable, shall be responsible for any interest or penalties incurred as a result of such Landlord’s or TenantOwner’s, as applicable, failure promptly to forward the same). B. The word “Impositions” ii. Notwithstanding anything herein to the contrary, each of Owner and Manager shall pay from its own funds (and not from Gross Revenues of any Hotel) any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax imposed on Owner or Manager, as used in this Agreement shall includeapplicable, or any income tax imposed (but not be limited to, franchise taxes under the laws of the State(s) and gross receipt or general excise taxes taxes) on any income of Owner or sales taxes payable on Manager (i) Rent payable to Landlord, (ii) all sums payable to Tenant including distributions pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicableArticle III), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues:.

Real Estate and Personal Property Taxes. A. Subject to Section 11.24 11.23 relating to permitted contests, Manager shall pay, from Gross Revenues for each Hotel, all Impositions with respect to such Hotel, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord and Tenant copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any Hotel as may be necessary to prepare any required returns and reports by Landlord or Tenant. Tenant shall give, and will use reasonable efforts to cause Landlord to give, copies of official tax bills and assessments which it may receive with respect to any Hotel and prompt notice to Tenant and Manager of all Impositions payable by Tenant under the Lease of which Tenant or Landlord, as the case may be, at any time has knowledge; provided, however, that Landlord’s or Tenant’s failure to give any such notice shall in no way diminish Manager’s obligation hereunder to pay such Impositions (except that Landlord or Tenant, as applicable, shall be responsible for any interest or penalties incurred as a result of Landlord’s or Tenant’s, as applicable, failure promptly to forward the same). B. The word “Impositions” as used in this Agreement shall include, but not be limited to, franchise taxes under the laws of the State(s) State of Tennessee and gross receipt or general excise taxes or sales taxes payable on (i) Rent payable to Landlord, (ii) all sums payable to Tenant pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees management fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues:

Real Estate and Personal Property Taxes. A. Subject to Section 11.24 11.23 relating to permitted contests, Manager shall pay, from Gross Revenues for each Hotel, all Impositions with respect to such Hotel, before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord and Tenant copies of official receipts or other reasonably satisfactory proof evidencing such payments. Any such payments shall be a Deduction in determining Operating Profit for such Hotel. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Manager may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Manager shall, upon request, provide such data as is maintained by Manager with respect to any Hotel as may be necessary to prepare any required returns and reports by Landlord or Tenant. Tenant shall give, and will use reasonable efforts to cause Landlord to give, copies of official tax bills and assessments which it may receive with respect to any Hotel and prompt notice to Tenant and Manager of all Impositions payable by Tenant under the Lease of which Tenant or Landlord, as the case may be, at any time has knowledge; provided, however, that Landlord’s 's or Tenant’s 's failure to give any such notice shall in no way diminish Manager’s 's obligation hereunder to pay such Impositions (except that Landlord or Tenant, as applicable, shall be responsible for any interest or penalties incurred as a result of Landlord’s 's or Tenant’s's, as applicable, failure promptly to forward the same). B. The word “Impositions” as used in this Agreement shall include, but not be limited to, franchise taxes under the laws of the State(s) and gross receipt or general excise taxes or sales taxes payable on (i) Rent payable to Landlord, (ii) all sums payable to Tenant pursuant to this Agreement (or the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), and (iii) all sums payable to Manager pursuant to this Agreement as System Fees or Management Fees (or pursuant to the Pooling Agreement with respect to Hotels to which the Pooling Agreement is applicable), if any, but shall not include the following, all of which shall be paid from the applicable Reserve, and not from Gross Revenues: