Examples of New Parkway Group in a sentence
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).
New Parkway shall (and shall cause the members of the New Parkway Group to) execute and deliver to Cousins (or such member of the Cousins Group as Cousins shall designate) any power of attorney or other document requested by Cousins (or such designee) in connection with any Tax Proceeding described in the first sentence of Section 8.02(a).
Except as provided in Section 8.02(c)(ii), New Parkway (or such member of the New Parkway Group as New Parkway shall designate) shall have the sole right to represent the interests of the members of the New Parkway Group and to employ counsel of its choice at its expense in any Tax Proceeding relating to any New Parkway Separate Tax Return other than a Tax Proceeding relating to a Cousins Separate Tax Return (a “New Parkway Tax Proceeding”).
If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees.
Notwithstanding the foregoing, no member of the New Parkway Group shall be required by this Section 2.9 to maintain in effect any Cousins Shared Contract, and no member of the Cousins Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Cousins Shared Contract.
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The Parties recognize that legal and other professional services will be provided following the Distribution Effective Time, which services will be rendered solely for the benefit of the Cousins Group or the New Parkway Group, as the case may be.
To the extent permitted by applicable Law, copies of all personnel records and files relating to a Transferring Employee that were created prior to the Distribution Effective Time and that are held by the Cousins Group as of the Distribution Date (the “Transferring Employee Personnel Records”) shall be provided to the New Parkway Group as of the Distribution Date.
Prior to the Distribution Date, the Board of Directors of Cousins (or an applicable committee thereof) and the Board of Directors of New Parkway (or an applicable committee thereof) shall take all actions necessary and appropriate in order for the New Parkway Group to expressly assume, effective as of the Distribution Date, and to honor the terms and conditions of the employment agreements (and the amendments and waivers thereto) set forth on Schedule 3.03 attached hereto (the “Employment Agreements”).
Effective as of the Distribution Effective Time, the New Parkway Group hereby assumes all Assets (including trusts and other funding vehicles and insurance contracts) related to the New Parkway Benefit Plans and other Liabilities it assumes pursuant to this Section 2.02(b).