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 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: General Counsel Fax No.: (000) 000-0000 with a copy to: Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X.
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.
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 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).
Represents the non-voting preferred stock of New Parkway acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to New Parkway in connection with the Separation, the UPREIT Reorganization and the Distribution.
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.
Represents the Non-Voting Preferred Stock acquired by Cousins LP in exchange for a $5 million contribution by Cousins LP to New Parkway in connection with the Separation, the UPREIT Reorganization and the Distribution.
The term “Excepted Holder” shall mean Cousins Properties Incorporated and any of its subsidiaries, including Cousins LP, and any Person who is or would be a Beneficial Owner or Constructive Owner of shares of Common Stock or shares of Preferred Stock as a result of the Beneficial Ownership or Constructive Ownership of shares of Common Stock or shares of Preferred Stock by Cousins Properties Incorporated or any of its subsidiaries, including Cousins LP (collectively, the “Excepted Holders”).
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