Common use of Procedures Relating to New Parkway Separate Tax Returns Clause in Contracts

Procedures Relating to New Parkway Separate Tax Returns. Except as otherwise provided in Section 4.04: (a) in connection with the preparation of any New Parkway Separate Tax Return pursuant to Section 3.03 that may include Tax Items relating to the activities or assets of the Cousins Business, whether prior to or following the Issuance Time, Cousins will (and will cause the Cousins Entities to) assist and cooperate with New Parkway by preparing and providing to New Parkway such information and other documentation as may be reasonably requested by or reasonably necessary to enable New Parkway, in such form as New Parkway may reasonably request, to prepare such New Parkway Separate Tax Return, with such information and other documentation to be delivered no later than sixty (60) days following New Parkway’s request therefor (or one hundred twenty (120) days after the end of the calendar year, if later). (b) in the case of any New Parkway Separate Tax Return that reflects or relates to Taxes for which Cousins LP would reasonably be expected to be liable hereunder, New Parkway shall (1) unless otherwise required by Article II, or by Law or agreed to in writing by Cousins, prepare (or cause to be prepared) such Tax Return in a manner consistent with Past Practice to the extent such items affect the Taxes for which Cousins LP may be responsible pursuant to this Agreement, and (2) submit to Cousins a draft of any such Tax Return (along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by Cousins LP under Section 3.03) at least sixty (60) days prior to the Due Date for such Tax Return to enable Cousins to analyze and comment on such Tax Return. New Parkway shall consider any such comments received from Cousins in good faith and Cousins and New Parkway shall attempt in good faith to resolve any issues arising out of the review of any such New Parkway Separate Tax Return. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 10.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any such New Parkway Separate Tax Return, such Tax Return shall be timely filed (or caused to be filed) by New Parkway, and the Parties shall agree to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.