Common use of Characterization of and Modifications to Payment Amounts Clause in Contracts

Characterization of and Modifications to Payment Amounts. (a) For all Tax purposes, the Parties agree to treat (and to cause their respective Affiliates to treat) (i) any payment required by this Agreement (other than payments with respect to interest, pursuant to Section 7.01(b) or Section 10.03 hereof, accruing after the Distribution Effective Time) as either a contribution by Cousins to New Parkway or a distribution by New Parkway to Cousins, as the case may be, occurring immediately prior to the Issuance or as a payment of an assumed or retained Liability and (ii) any payment of non-U.S. federal Taxes by or to a Taxing Authority or any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in each case, except as otherwise required by applicable Law. (b) Any indemnification payment under this Article VI and under Article IV of the Separation and Distribution Agreement shall be increased to take into account any inclusion in income of the Indemnified Party arising from the receipt of such indemnity payment (including, but not limited to, any additional REIT Taxes resulting therefrom) and shall be decreased to take into account any reduction in income of the Indemnified Party arising from such indemnified Liability (including, but not limited to, any reduction in REIT Taxes resulting therefrom). For purposes hereof, any modification in the amount of an indemnification payment on account of Taxes (including, but not limited to, REIT Taxes) shall be determined (i) using the highest marginal rates in effect for Cousins, in the case of an Indemnified Party that is a member of the Cousins Group, or the highest marginal rates in effect for New Parkway, in the case of an Indemnified Party that is a member of the New Parkway Group, in each case, at the time of the determination and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes at the time of the determination.