Common use of Change Notices Clause in Contracts

Change Notices. If Newmark, Newmark Holdings, Newmark Opco or any of their respective Subsidiaries receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Taxing Authority with respect to the Tax treatment of any Taxable Exchange (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit with respect to a Covered Taxable Year preceding the Taxable Year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments Newmark will be required to pay to Cantor with respect to Covered Taxable Years after and including the Taxable Year in which the Change Notice is received, and which, if determined adversely to the recipient of the Change Notice or after the lapse of time would be grounds for indemnification or reimbursement by Cantor under Section 3.02(a), prompt written notice shall be given to Cantor, provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure.

Change Notices. If NewmarkNew Charter, Newmark Holdings, Newmark Opco Charter Holdings or any of their respective Subsidiaries receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Taxing Authority with respect to the Tax treatment of any Taxable Exchange (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit with respect to a Covered Taxable Year preceding the Taxable Year taxable year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments Newmark that the Charter Member will be required to pay to Cantor A/N with respect to Covered Taxable Years after and including the Taxable Year taxable year in which the Change Notice is received, and which, if determined adversely to the recipient of the Change Notice or after the lapse of time would be grounds for indemnification or reimbursement by Cantor A/N under Section 3.02(a)3.02, prompt written notice shall be given to Cantor, A/N; provided, however, that failure to give such notification shall not affect the indemnification reimbursement provided under this Agreement except to the extent the indemnifying reimbursing party shall have been actually prejudiced as a result of such failure.