Cousins LP definition
Examples of Cousins LP in a sentence
All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice, and a copy of each notice shall also be sent via e-mail: If to Cousins or Cousins LP, to: Cousins Properties Incorporated ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇.
Cousins LP shall pay, and shall indemnify and hold New Parkway LP and the New Parkway Entities harmless from and against, without duplication, (i) all Cousins Taxes, and (ii) any costs and expenses related to the foregoing (including reasonable fees of attorneys and experts and out-of-pocket expenses).
New Parkway LP shall pay, and shall indemnify and hold Cousins LP and the Cousins Entities harmless from and against, without duplication, (i) all New Parkway Taxes, and (ii) any costs and expenses related to the foregoing (including reasonable fees of attorneys and experts and out-of-pocket expenses).
New Parkway shall prepare and file (or cause to be prepared and filed) all New Parkway Separate Tax Returns (including, but not limited to, the New Parkway Separate Tax Returns set forth on Schedule 3.03 hereto) and New Parkway LP shall pay (or cause to be paid) any Taxes shown to be due and payable on such Tax Returns; provided, that Cousins LP shall reimburse New Parkway LP for any such Taxes that are Cousins Taxes.
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.
With respect to any New Parkway Tax Proceeding which could reasonably be expected to give rise to an indemnification obligation of Cousins LP pursuant to Article VI in excess of $250,000, Cousins shall be entitled to participate in such Tax Proceeding at its own expense, and New Parkway shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Cousins, which consent shall not be unreasonably withheld, conditioned or delayed.
Effective as of the Distribution Effective Time, Legacy Parkway LP agrees to, and hereby does, assign all of its obligations under the Non-Houston Tax Protection Agreement (including any Liabilities that may arise in connection with the transactions contemplated by this Agreement and the Ancillary Agreements) to Cousins LP, and Cousins LP agrees to, and hereby does, accept and assume such obligations under the Non-Houston Tax Protection Agreement.
In exchange for these contributions, Parkway LP will receive a number of limited partner common units of Cousins LP as set forth on Schedule 1 attached hereto.
Cousins LP will assume, or acquire the foregoing assets subject to, the liabilities contemplated to be assumed or borne by Cousins LP and its Subsidiaries in the Separation and Distribution Agreement provided for in Exhibit C to the Merger Agreement.
At the effective time of the Merger, ▇▇▇▇▇▇▇ will hold the general partner interest in Cousins LP, as well as approximately 98% of the pro forma limited partnership interests of Cousins LP.