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.