Engagement of a Financial Advisor. Upon receiving a valid Exchange Exercise Notice pursuant to Section 2.2(b), the Och-Ziff Operating Group Partnerships shall collectively engage a financial advisor of national reputation to determine the relative value of each Och-Ziff Operating Group Partnership as of the applicable Closing Date and the parties hereto agree to be bound by such financial advisor’s determination, including, without limitation, for tax reporting purposes. The Och-Ziff Operating Group Partnerships shall be responsible for the fees and expenses of such financial advisor. The parties agree, however, that in the event that the Och-Ziff Operating Group Partnerships have received a valuation or an opinion from a financial advisor of national reputation regarding such relative values, and each of the Och-Ziff General Partners determines in its good faith judgment that no material change has occurred since the date of such valuation or opinion, or is expected to occur prior to Closing, with respect to the Och-Ziff Operating Group Partnerships, the Och-Ziff Operating Group Partnerships may elect to use such valuation or opinion for purposes of this Section 2.4 and the parties hereto agree to be bound by such valuation or opinion, including, without limitation, for tax reporting purposes.
Engagement of a Financial Advisor. Upon receiving a valid Exchange Request pursuant to Section 2.1(a), the Partnerships shall collectively engage a financial advisor of national reputation to determine the relative value of each Operating Entity and each Principal Entity as of the applicable Closing Date and the parties hereto agree to be bound by such financial advisor's determination, including, without limitation, for tax reporting purposes. The Partnerships shall be responsible for the fees and expenses of such financial advisor. The parties agree, however, that in the event that the Partnerships have received a valuation or an opinion from a financial advisor of national reputation regarding such relative values dated within 45 days prior to the applicable Closing Date, and each of the board of directors of FIG and the sole member of FIGA determines in its good faith judgment that no material change has occurred, or is expected to occur prior to Closing, with respect to the Partnerships, the Partnerships may elect to use such valuation or opinion for purposes of this Section 2.1(d) and the parties hereto agree to be bound by such valuation or opinion, including, without limitation, for tax reporting purposes.
