Common use of Cousins Separate Tax Returns Clause in Contracts

Cousins Separate Tax Returns. Cousins shall prepare and file (or cause to be prepared and filed) all Cousins Separate Tax Returns (including, but not limited to, the Cousins Separate Tax Returns set forth on Schedule 3.02 hereto) and Cousins LP shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that New Parkway LP shall reimburse Cousins LP for any such Taxes that are New Parkway Taxes. Upon the request of Cousins, which request shall not be made later than one hundred twenty (120) days prior to the Due Date for any such Tax Return (unless the Due Date for such Tax Return is prior to one hundred twenty (120) days after the Effective Time, in which case Cousins shall make such request as promptly as practicable), New Parkway shall prepare on behalf of Cousins any Cousins Separate Tax Returns or Combined Tax Returns with respect to any entity that will be part of the New Parkway Group or that was, prior to the effective time of the Merger, a direct or indirect subsidiary of Legacy Parkway (including, without limitation, the Tax Returns for the calendar year 2015 for such entities if such Tax Returns have not been filed prior to the time of the Merger), provided, that, notwithstanding anything to the contrary in Section 4.01(a), (i) any such Tax Returns shall be prepared in a manner that is consistent with Past Practice (as defined below), (ii) at least forty five (45) days prior to the Due Date for filing any such Tax Return, New Parkway shall provide a draft of such Tax Return to Cousins for its review and approval and shall consider in good faith any comments made by Cousins with respect to such Tax Return, and (iii) Cousins LP shall reimburse New Parkway LP for (a) any such Taxes that are Cousins Taxes with respect to any such Tax Returns and (b) the reasonable costs incurred in preparing such Tax Returns pursuant to this sentence.