Examples of New Parkway in a sentence
Xxxxxxx Fax No.: (000) 000-0000 E-mail: xxxxxxxxx@xxxx.xxx xxxxxxxxx@xxxx.xxx If to New Parkway, Parkway LP, Parkway GP, Legacy Parkway or Legacy Parkway LP, to: Parkway, Inc.
The remaining $150 million of proceeds from the New Parkway Term Loan will be retained by New Parkway LP under the New Parkway Credit Facilities following consummation of the Distribution.
Following the effective time of the Merger, but prior to the Distribution, the New Parkway Term Loan will be funded.
With respect to the calculation of tax basis, Cousins shall consider any such comments received from New Parkway in good faith and Cousins and New Parkway shall attempt in good faith to resolve any issues related solely to such tax basis information.
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.
The proceeds of the New Parkway Term Loan will be used to fund a $200 million distribution to the partners of New Parkway LP, who will in turn cause such funds to be contributed to Cousins LP, which will use the funds to repay a portion of approximately $550 million outstanding under Parkway’s existing credit facilities.
Cousins shall (and shall cause the members of the Cousins Group to) execute and deliver to New Parkway (or such member of the New Parkway Group as New Parkway shall designate) any power of attorney or other document requested by New Parkway (or such designee) in connection with any Tax Proceeding described in the second sentence of Section 8.02(a).
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.
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).
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.