Tax Return Procedures. Procedures Relating to Combined Tax Returns and Cousins Separate Tax Returns 14 Section 4.02. Procedures Relating to New Parkway Separate Tax Returns 15 Section 4.03. Preparation of all Tax Returns 16 Section 4.04. Tax Returns Reflecting Restructuring/Distribution Taxes and Restructuring Transfer Taxes 17 Section 5.01. Timing of Payments 17 Section 5.02. Expenses 17 Section 5.03. Apportionment of New Parkway Taxes 17 Section 6.01. Indemnification by Cousins 17 Section 6.02. Indemnification by New Parkway 17 Section 6.03. Characterization of and Modifications to Payment Amounts 18 Section 6.04. Timing of Indemnification Payments 18 Section 6.05. Certain Tax Procedures 18 Section 7.01. Refunds 18 Section 7.02. Treatment of Deductions Associated with Equity-Related Compensation 19 Section 8.01. Notification of Tax Proceedings 19 Section 8.02. Tax Proceedings 20 Section 9.01. General Cooperation 21 Section 9.02. Retention of Records 22 Section 10.01. Dispute Resolution 22 Section 10.02. Tax Sharing Agreements 23 Section 10.03. Interest on Late Payments 23 Section 10.04. Survival of Covenants 23 Section 10.05. Severability 24 Section 10.06. Entire Agreement 24 Section 10.07. No Third-Party Beneficiaries 24 Section 10.08. Specific Performance 24 Section 10.09. Limitations of Liability 24 Section 10.10. Amendment 25 Section 10.11. Interpretation 25 Section 10.12. Counterparts 25 Section 10.13. Coordination with Separation and Distribution Agreement 25 Section 10.14. Coordination with the Employee Matters Agreement 25 Section 10.15. Governing Law 25 Section 10.16. Assignability 26 Section 10.17. Notices 26 Section 10.18. Effective Date 27 THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 5, 2016 is by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”), Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), Clinic Sub Inc., a Maryland corporation (“Merger Sub”), Parkway, Inc., a Maryland corporation (“New Parkway”), Parkway Properties General Partners, Inc., a Delaware corporation (“Parkway GP”), Parkway Operating Partnership LP, a Delaware limited partnership (“New Parkway LP”), Parkway Properties LP, a Delaware limited partnership (“Legacy Parkway LP”) and Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”). Each of Cousins, Cousins LP, Merger Sub, New Parkway, Parkway GP, New Parkway LP, Legacy Parkway LP, and Legacy Parkway is sometimes referred to herein as a “Party” and, collectively, a...
Tax Return Procedures. (a) Procedures relating to Tax Returns other than Single Business Returns.
(i) Inpixon Consolidated Returns. With respect to all Inpixon Consolidated Returns for the taxable year which includes the Distribution Date, Inpixon shall use the closing of the books method under Treasury Regulation Section 1.1502-76 (including adopting the “end of the day rule” described therein). To the extent that the positions taken on any Inpixon Consolidated Tax Return would reasonably be expected to materially adversely affect the Tax position of Sysorex or a Sysorex Entity for any period after the Distribution Date, Inpixon shall prepare the portions of such Tax Return that relates to the VAR Business in a manner that is consistent with Past Practice unless otherwise required by applicable Law or agreed to in writing by the Parties, and shall provide a draft of such portion of such Tax Return to Sysorex for its review and comment at least 30 days prior to the Due Date for such Tax Return, provided, however, that nothing herein shall prevent Inpixon from timely filing any such Tax Return. In the event that Past Practice is not applicable to a particular item or matter, Inpixon shall determine the reporting of such item or matter in good faith. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 7.01. 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 Tax Return, such Tax Return shall be timely filed by Inpixon and Inpixon agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.
Tax Return Procedures. (a) IP Income Tax Returns. Except as otherwise provided in Sections 2.09, 2.12 and 6.02(d), IP may take any position on or make any elections or other determinations with respect to any IP Income Tax Return in its sole and absolute discretion and Spinco shall have no rights with respect to any IP Income Tax Return.
Tax Return Procedures. Unless otherwise required by a Taxing Authority or by applicable law, NRG and GenOn shall prepare and file all Tax Returns for any Pre-Closing Tax Period or Straddle Period, and take all other actions, in good faith and a manner consistent with this Agreement, the Plan and past practice. All such Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the Party responsible for filing such Tax Returns under this Agreement.
Tax Return Procedures. Procedures relating to Combined Tax Returns and SPG Separate Tax Returns 13 Section 3.02. Procedures relating to WPG Separate Tax Returns 13 Section 3.03. Preparation of all Tax Returns 14 Section 3.04. Tax Returns Reflecting Restructuring/Distribution Taxes 14 Section 4.01. Timing of Payments 14 Section 4.02. Expenses 14 Section 4.03. Apportionment of WPG Taxes 15 Section 5.01. Indemnification by SPG LP 15 Section 5.02. Indemnification by WPG LP 15 Section 5.03. Characterization of and Adjustments to Payments 15 Section 5.04. Timing of Indemnification Payments 16 Section 5.05. Certain Tax Procedures 16
Tax Return Procedures. (a) In connection with the preparation of any Current Tax Group Federal Consolidated Return to be filed pursuant to Section 2.1 or any New NGC Non-Federal Tax Return filed pursuant to Section 2.2, HII shall, at its own cost and expense, provide pro forma Tax Returns or equivalent financial data for HII and any relevant HII Group Member to be used in the preparation of such Tax Returns, in accordance with past practices, procedures, Accounting Methods, elections, and conventions, and shall assist and cooperate with New NGC in any other manner reasonably requested by New NGC.
(b) On behalf of itself and each HII Group Member, HII hereby designates New NGC as their agent to take any and all actions necessary or incidental to the preparation and filing by New NGC of all New NGC Non-Federal Tax Returns and Current Tax Group Federal Consolidated Returns (subject to the IRS Closing Agreement).
(c) In connection with the preparation of any HII Tax Return filed pursuant to Section 2.3, New NGC shall, at its own cost and expense, assist and cooperate with HII in any manner reasonably requested by HII.
(d) Except as otherwise provided, each Party shall bear its own expenses incurred in connection with this ARTICLE 2.
Tax Return Procedures. (a) Procedures relating to Tax Returns other than Single Business Returns.
(i) Navy Consolidated Returns. With respect to all Navy Consolidated Returns, Navy shall include only the items of income, gain, deduction, loss and credit determined as if there was a closing of the books as of the close of the Closing Date. Navy shall prepare the portions of such Navy Consolidated Returns that relate to the Red Lion Business in a manner that is consistent with Past Practice unless otherwise required by applicable Law and shall provide a draft of such portions of such Navy Consolidated Return to Red Lion for its review and comment at least thirty (30) days prior to the Due Date for such Navy Consolidated Return, provided, however, that nothing herein shall prevent Navy from timely filing any such Navy Consolidated Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01. 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 Navy Consolidated Return, such Navy Consolidated Return shall be timely filed by Navy and the Parties agree to amend such Navy Consolidated Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.
Tax Return Procedures. (a) Recro Consolidated Returns. To the extent that the positions taken on any Recro Consolidated Tax Return would reasonably be expected to materially and adversely affect the Tax position of Baudax or a Baudax Entity for any period after the Distribution Date, Recro shall prepare the portions of such Tax Return that relates to the Acute Care Business in a manner that is consistent with Past Practice unless otherwise required by applicable Law or agreed to in writing by the Parties, and shall provide a draft of such portion of such Tax Return to Baudax for its review and comment at least forty five (45) days prior to the Due Date for such Tax Return. In the event that Past Practice is not applicable to a particular item or matter, Recro shall determine the reporting of such item or matter in good faith. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 7.1. 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 Tax Return, such Tax Return shall be timely filed by Recro and Recro agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. All Recro Consolidated Returns will be prepared in accordance with Section 4.2, below.
Tax Return Procedures. Section 3.01. Procedures relating to Combined Tax Returns and Ventas Separate Tax Returns 11 Section 3.02. Procedures relating to SpinCo Separate Tax Returns 12 Section 3.03. Preparation of all Tax Returns 12 Section 3.04. Tax Returns Reflecting Restructuring/Distribution Taxes 13
Tax Return Procedures
