exhibit 10. 5 sales agreement between hpt ta properties llc, as purchaser, and ta operating llc, as seller september 23, 2015 exhibit 10. 5 sales agreement between hpt ta properties llc, as purchaser, and ta operating llc, as seller september 23, 2015 sales agreement this sales agreement is made and entered into as of september 23, 2015 ( the “ effective date ” ) between hpt ta properties llc, a maryland limited liability company, together with any of its successors and assigns as expressly permitted hereunder, as purchaser ( “ purchaser ” ), and ta operating llc, a delaware limited liability company, as seller ( “ seller ” ). preliminary statements purchaser and seller are parties, among others, to that certain transaction agreement, dated as of june 1, 2015 ( the “ transaction agreement ” ), pursuant to which seller agreed to sell and purchaser agreed to purchase the property ( this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in article 1 ), subject to and in accordance with the terms and conditions in the transaction agreement and as hereinafter set forth. now, therefore, it is agreed : article 1 definitions 1. 1 capitalized terms. capitalized terms used and not otherwise defined in this agreement shall have the meanings set forth below or in the section of this agreement referred to below and such definitions shall apply equally to the singular and plural forms of such terms. “ agreement ” : this sales agreement, together with all exhibits attached hereto. “ closing ” : the closing and consummation of the purchase and sale transaction contemplated by this agreement. “ improvements ” : collectively, all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines ( on - site and off - site ), parking areas and roadways appurtenant to such buildings and structures situated upon the land. “ intangible property ” : collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character related to the ownership, and not the operation, of the land and improvements, but only to the extent the foregoing is assignable without cost to seller