Common use of Tax Contests Clause in Contracts

Tax Contests. If either CWH (on behalf of the CWH Group) or SIR (on behalf of the SIR Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“Tax Contests”) that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which may rest with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys’ and accountants’ fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH Group and the SIR Group in accordance with Section 6.1. Except to the extent in conflict with the provisions of this Section 6, the provisions of Section 5.3 shall be applicable to Tax Contests.

Appears in 3 contracts

Samples: Transaction Agreement (Select Income REIT), Transaction Agreement (Select Income REIT), Transaction Agreement (CommonWealth REIT)

AutoNDA by SimpleDocs

Tax Contests. If either CWH HPT (on behalf of the CWH HPT Group) or SIR TCA LLC (on behalf of the SIR TCA LLC Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“Tax Contests”"TAX CONTESTS") that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which may rest rests with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys' and accountants' fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH HPT Group and the SIR TCA LLC Group in accordance with Section 6.1SECTION 5.1. Except to the extent in conflict with the provisions of this Section 6SECTION 5, the provisions of Section 5.3 SECTION 4.3 shall be applicable to Tax Contests.

Appears in 2 contracts

Samples: Transaction Agreement (Travelcenters of America LLC), Transaction Agreement (Travelcenters of America LLC)

Tax Contests. If either CWH HRPT (on behalf of the CWH HRPT Group) or SIR GOV (on behalf of the SIR GOV Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“Tax Contests”) that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which may rest with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys’ and accountants’ fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH HRPT Group and the SIR GOV Group in accordance with Section 6.1. Except to the extent in conflict with the provisions of this Section 6, the provisions of Section 5.3 shall be applicable to Tax Contests.

Appears in 2 contracts

Samples: Transaction Agreement (HRPT Properties Trust), Transaction Agreement (Government Properties Income Trust)

Tax Contests. If either CWH SNH (on behalf of the CWH SNH Group) or SIR Five Star (on behalf of the SIR Five Star Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“Tax Contests”"TAX CONTESTS") that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which may rest rests with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys' and accountants' fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH SNH Group and the SIR Five Star Group in accordance with Section 6.1SECTION 7.1. Except to the extent in conflict with the provisions of this Section 6SECTION 7, the provisions of Section 5.3 SECTION 6.3 shall be applicable to Tax Contests.

Appears in 2 contracts

Samples: Transaction Agreement (Five Star Quality Care Inc), Transaction Agreement (Senior Housing Properties Trust)

Tax Contests. If either CWH (on behalf of the CWH Group) or SIR (on behalf of the SIR Group) or ILPT (on behalf of the ILPT Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“Tax Contests”) that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which may rest with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys’ and accountants’ fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH SIR Group and the SIR ILPT Group in accordance with Section 6.1. Except to the extent in conflict with the provisions of this Section 6, the provisions of Section 5.3 shall be applicable to Tax Contests.

Appears in 2 contracts

Samples: Transaction Agreement (Industrial Logistics Properties Trust), Transaction Agreement (Industrial Logistics Properties Trust)

AutoNDA by SimpleDocs

Tax Contests. If either CWH HPT (on behalf of the CWH HPT Group) or SIR TCA LLC (on behalf of the SIR TCA LLC Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“Tax ContestsTAX CONTESTS”) that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which may rest rests with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys’ and accountants’ fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH HPT Group and the SIR TCA LLC Group in accordance with Section 6.1SECTION 5.1. Except to the extent in conflict with the provisions of this Section 6SECTION 5, the provisions of Section 5.3 SECTION 4.3 shall be applicable to Tax Contests.

Appears in 2 contracts

Samples: Transaction Agreement (Travelcenters of America LLC), Transaction Agreement (Hospitality Properties Trust)

Tax Contests. If either CWH HRPT (on behalf of the CWH HRPT Group) or SIR Senior Housing (on behalf of the SIR Senior Housing Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding ("Tax Contests") that could result in an official determination with respect to Taxes due or payable, payable the responsibility for any portion of which may rest rests with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys' and accountants' fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH HRPT Group and the SIR Senior Housing Group in accordance with Section 6.1. Except to the extent in conflict with the provisions of this Section 6, the provisions of Section 5.3 shall be applicable to Tax Contests.

Appears in 1 contract

Samples: Transaction Agreement (Senior Housing Properties Trust)

Time is Money Join Law Insider Premium to draft better contracts faster.