Common use of Procedures Relating to Combined Tax Returns and Cousins Separate Tax Returns Clause in Contracts

Procedures Relating to Combined Tax Returns and Cousins Separate Tax Returns. Except as otherwise provided in Section 4.04: (a) in connection with the preparation of any Combined Tax Return pursuant to Section 3.01 or any Cousins Separate Tax Return pursuant to Section 3.02 that may include Tax Items relating to the activities or assets of the New Parkway Business, New Parkway will (and will cause the New Parkway Entities to) assist and cooperate with Cousins by preparing and providing to Cousins such information and other documentation as may be reasonably requested by or reasonably necessary to enable Cousins, in such form as Cousins may reasonably request, to prepare such Combined Tax Return or Cousins Separate Tax Return, including, but not limited to, proforma Tax Returns for New Parkway and any New Parkway Entity to be included in such Combined Tax Return or equivalent financial data to be used in the preparation of such Cousins Separate Tax Return, as applicable. Any such proforma Tax Return or equivalent financial data shall be prepared in accordance with past practices, accounting methods, elections and conventions (“Past Practice”), unless otherwise required by Article II, or by Law or requested in writing by Cousins, and shall be delivered no later than thirty (30) days following Cousins’ request therefor. At its option, Cousins may engage an accounting firm of its choice, at the expense of Cousins, to review the proforma Tax Return or equivalent financial data, supporting documentation, and statements submitted by New Parkway and in connection therewith, shall determine whether such Tax Return was prepared in accordance with Past Practice. (b) Cousins (or its designee) shall determine the entities to be included in any Combined Tax Return and make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Combined Tax Return or Cousins Separate Tax Return. Notwithstanding the immediately preceding sentence, any Combined Tax Return or Cousins Separate Tax Return shall, to the extent relating to New Parkway, any New Parkway Entity or the activities or assets of the New Parkway Business, be prepared in good faith. Cousins shall deliver to New Parkway for its review a draft of any Combined Tax Return or Cousins Separate Tax Return, in each case, if such Tax Return reflects or relates to Taxes for which New Parkway LP would reasonably be expected to be liable hereunder, at least sixty (60) days prior to the Due Date for such Tax Return to enable New Parkway to analyze and comment on such Tax Return (along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by New Parkway LP under Sections 3.01 or 3.