Common use of Reporting of Transactions in a Manner Consistent with Intended Tax Treatment Clause in Contracts

Reporting of Transactions in a Manner Consistent with Intended Tax Treatment. (a) The Parties agree to treat the Separation Transactions in a manner consistent with the intended tax treatment of the Separation Transactions set forth in Section 2.01. Without limiting the foregoing, all Tax Returns prepared by or on behalf of any Party shall be prepared in a manner consistent with the intended tax treatment of the Separation Transactions set forth in Section 2.01, and no Party shall take any contrary or inconsistent position, whether in a Tax Return or otherwise, including any dealings involving the Internal Revenue Service (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the Tax Returns of the Party or the tax treatment of any Party). (b) Notwithstanding Section 2.01 and Section 2.02(a), a Party shall not be bound by the obligations set forth therein: 1. if the Party determines in good faith, based upon the advice of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that it is not “more likely than not” that such treatment would be upheld by court, provided that as a condition thereto, the Party receiving such advice shall have given written notice thereof to the Party (or Parties) that would be adversely affected by the change in the intended treatment of the transactions (together with a copy of that advice), and provided further that if, within thirty (30) days after the receipt thereof, the adversely affected Party provides the first Party an opinion of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that it is “more likely than not” that such treatment would be upheld by court, then all Parties shall continue to be bound by Section 2.01 (other than Section 2.01(i)) and Section 2.02(a) with respect thereto; or 2. to the extent otherwise required by a Final Determination. (c) No later than thirty (30) days following the Distribution Effective Time, New Parkway shall provide to Cousins the information reasonably requested by Cousins to calculate the tax basis in the interests in Legacy Parkway LP deemed contributed to New Parkway as a result of the Issuance, as contemplated in Section 2.01(c) above. No later than sixty (60) days following the Distribution Effective Time, Cousins shall provide to New Parkway a statement, prepared in accordance with Section 2.01(g) above, with the gain proposed to be recognized by Cousins with respect to each asset deemed contributed to New Parkway in the Cousins Section 351 Transfers (as contemplated in Sections 2.01(c) and 2.01(d) above), together with the resulting adjusted tax basis to New Parkway of each such asset to enable New Parkway to analyze and comment on such allocations of gain and tax basis. 1. 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. 2. With respect to the calculation of gain to be recognized by Cousins, 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 arising out of the review of any such gain information; provided, however, that any issues that cannot be resolved between Cousins and New Parkway with respect thereto shall be determined by Cousins in good faith unless such resolution would result in a cash income tax liability of New Parkway solely related to the gain recognized as a result of the Separation Transactions (for the avoidance of doubt, any such cash income tax liability shall not include any tax liability arising as a result of the Separation Transactions in a taxable period from and immediately after the Issuance Time, for example because the tax basis of any assets of any member of the New Parkway Group is lower than otherwise might have been the case as a result of a determination made by Cousins in good faith), in which case any issues that cannot be resolved between Cousins and New Parkway shall be resolved in accordance with Section 10.01.

Reporting of Transactions in a Manner Consistent with Intended Tax Treatment. (a) The Parties agree to treat the Separation Transactions in a manner consistent with the intended tax treatment of the Separation Transactions set forth in Section 2.01. Without limiting the foregoing, all Tax Returns prepared by or on behalf of any Party shall be prepared in a manner consistent with the intended tax treatment of the Separation Transactions set forth in Section 2.01, and no Party shall take any contrary or inconsistent position, whether in a Tax Return or otherwise, including any dealings involving the Internal Revenue Service (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the Tax Returns of the Party or the tax treatment of any Party). (b) Notwithstanding Section 2.01 and Section 2.02(a), a Party shall not be bound by the obligations set forth therein: 1. if the Party determines in good faith, based upon the advice of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that it is not “more likely than not” that such treatment would be upheld by court, provided that as a condition thereto, the Party receiving such advice shall have given written notice thereof to the Party (or Parties) that would be adversely affected by the change in the intended treatment of the transactions (together with a copy of that advice), and provided further that if, within thirty (30) days after the receipt thereof, the adversely affected Party provides the first Party an opinion of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that it is “more likely than not” that such treatment would be upheld by court, then all Parties shall continue to be bound by Section 2.01 (other than Section 2.01(i)) and Section 2.02(a2.02 (a) with respect thereto; or 2. to the extent otherwise required by a Final Determination. (c) No later than thirty (30) days following the Distribution Effective Time, New Parkway shall provide to Cousins the information reasonably requested by Cousins to calculate the tax basis in the interests in Legacy Parkway LP deemed contributed to New Parkway as a result of the Issuance, as contemplated in Section 2.01(c) above. No later than sixty (60) days following the Distribution Effective Time, Cousins shall provide to New Parkway a statement, prepared in accordance with Section 2.01(g) above, with the gain proposed to be recognized by Cousins with respect to each asset deemed contributed to New Parkway in the Cousins Section 351 Transfers (as contemplated in Sections 2.01(c) and 2.01(d) above), together with the resulting adjusted tax basis to New Parkway of each such asset to enable New Parkway to analyze and comment on such allocations of gain and tax basis. 1. 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. 2. With respect to the calculation of gain to be recognized by Cousins, 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 arising out of the review of any such gain information; provided, however, that any issues that cannot be resolved between Cousins and New Parkway with respect thereto shall be determined by Cousins in good faith unless such resolution would result in a cash income tax liability of New Parkway solely related to the gain recognized as a result of the Separation Transactions (for the avoidance of doubt, any such cash income tax liability shall not include any tax liability arising as a result of the Separation Transactions in a taxable period from and immediately after the Issuance Time, for example because the tax basis of any assets of any member of the New Parkway Group is lower than otherwise might have been the case as a result of a determination made by Cousins in good faith), in which case any issues that cannot be resolved between Cousins and New Parkway shall be resolved in accordance with Section 10.01.