Tax Return Procedures Sample Clauses

Tax Return Procedures. Section 4.01. 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 ARTICLE V TAX TIMING AND ALLOCATION Section 5.01. Timing of Payments 17 Section 5.02. Expenses 17 Section 5.03. Apportionment of New Parkway Taxes 17 ARTICLE VI INDEMNIFICATION 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 ARTICLE VII REFUNDS AND DEDUCTIONS Section 7.01. Refunds 18 Section 7.02. Treatment of Deductions Associated with Equity-Related Compensation 19 ARTICLE VIII TAX PROCEEDINGS Section 8.01. Notification of Tax Proceedings 19 Section 8.02. Tax Proceedings 20 ARTICLE IX COOPERATION Section 9.01. General Cooperation 21 Section 9.02. Retention of Records 22 ARTICLE X MISCELLANEOUS 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 TAX MATTERS AGREEMENT 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 corpora...
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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.
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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.
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Tax Return Procedures. Section 3.01. 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 ARTICLE IV TAX TIMING AND ALLOCATION Section 4.01. Timing of Payments 14 Section 4.02. Expenses 14 Section 4.03. Apportionment of WPG Taxes 15 ARTICLE V INDEMNIFICATION 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 Page
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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.
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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
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Tax Return Procedures 
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Related to Tax Return Procedures

  • Tax Return Information By the 31st day of March of each Fiscal Year of the Partnership, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partners such information as shall be necessary (including a statement for that year of each Limited Partner’s share of net income, net gains, net losses and other items of the Partnership for the preceding Fiscal Year) for the preparation by the Limited Partners of their Federal, state and local income and other tax returns.

  • Information Returns At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.

  • Consistent Tax Reporting The Members acknowledge and are aware of the income tax consequences of the allocations made by this Article 6 and hereby agree to be bound by the provisions of this Article 6 in reporting their shares of Net Income, Net Loss and other items of income, gain, loss, deduction and credit for federal, state and local income tax purposes.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Cooperation; Return of Property In accordance with Section 10(f) of the Change in Control Agreement Employee agrees to reasonably cooperate with Employer and its counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during Executive’s employment in which Executive was involved or of which Executive has knowledge and Employer will reimburse the Employee for any reasonable out-of-pocket travel, delivery or similar expenses incurred and lost wages (or will provide reasonable compensation if Executive is not then employed) in providing such service to Employer. The Employee represents the Executive has complied with Section 10(e) of the Change in Control Agreement regarding the return of Employer property and records.

  • Tax Return Preparation (i) To the extent not filed prior to the Closing Date, the Seller shall prepare (or cause to be prepared) all Tax Returns that are required to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than thirty days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return.

  • Tax Returns Except as set forth on Schedule 3.13:

  • Annual Tax Information and Report Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

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