Common use of Exchange Basis Schedule Clause in Contracts

Exchange Basis Schedule. Within 120 calendar days after the end of a Covered Taxable Year in which any Taxable Exchange has been effected, the Ltd Exchanging Subsidiaries shall deliver to LFCM a schedule (the “Exchange Basis Schedule”) approved by the Audit Committee that shows, in reasonable detail, for purposes of Covered Taxes, (i) the actual tax basis as of the first applicable Exchange Date in such Covered Taxable Year of the Exchange Assets, (ii) the Basis Adjustment with respect to the Exchange Assets as a result of the Taxable Exchanges effected in such Covered Taxable Year, calculated in the aggregate, and (iii) the period or periods, if any, over which the Exchange Assets are amortizable or depreciable. At the time the Ltd Exchanging Subsidiaries deliver the Exchange Basis Schedule to LFCM, they shall (x) deliver to LFCM schedules and work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow LFCM reasonable access to the appropriate representatives at Lazard and its Subsidiaries, Lazard Group and the Advisory Firm in connection with its review of such schedule. The Exchange Basis Schedule shall become final and binding on the parties unless LFCM, within 30 calendar days after receiving such Exchange Basis Schedule, provides the Ltd Exchanging Subsidiaries with notice of a material objection to such Exchange Basis Schedule made in good faith. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after such Exchange Basis Schedule was delivered to LFCM, the Ltd Exchanging Subsidiaries and LFCM shall employ the Reconciliation Procedures.

Exchange Basis Schedule. Within 120 180 calendar days after the end of a Covered Taxable Year in which any Taxable Exchange has been effected, the Ltd Exchanging Subsidiaries HFF shall deliver to LFCM Holdings a schedule (the “Exchange Basis Schedule”) approved by the Audit Committee that shows, in reasonable detail, for purposes of Covered TaxesU.S. Federal income tax purposes, (i) the actual tax basis as of the first each applicable Exchange Date in such Covered Taxable Year of the Exchange Assets, (ii) the Basis Adjustment Adjustments with respect to the Exchange Assets as a result of the each Taxable Exchanges Exchange effected in such Covered Taxable Year, calculated in the aggregate, and (iii) the period or periods, if any, over which the Exchange Assets attributable to each Taxable Exchange are amortizable or depreciable. If the Advisory Firm thinks it is necessary or appropriate to engage a valuation or other expert to assist them in preparing the Exchange Basis Schedule, it may do so, as approved by the Audit Committee. At the time the Ltd Exchanging Subsidiaries deliver HFF delivers the Exchange Basis Schedule to LFCMHoldings, they it shall (x) deliver to LFCM schedules and Holdings work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow LFCM Holdings reasonable access to the appropriate representatives at Lazard HFF and its Subsidiaries, Lazard Group the Opcos and the Advisory Firm in connection with its review of such schedule. The Exchange Basis Schedule shall become final and binding on the parties unless LFCMHoldings, within 30 calendar days after receiving such Exchange Basis Schedule, provides the Ltd Exchanging Subsidiaries HFF with notice of a material objection or objections to such Exchange Basis Schedule made in good faith. If the parties, after negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after such Exchange Basis Schedule was delivered to LFCMHoldings, the Ltd Exchanging Subsidiaries HFF and LFCM Holdings shall employ the Reconciliation Procedures.

Exchange Basis Schedule. Within 120 calendar days after the end of a Covered Taxable Year in which any Taxable Exchange has been effected, the Ltd Exchanging Subsidiaries shall deliver to LFCM a schedule (the “Exchange Basis Schedule”) approved by the Audit Committee that shows, in reasonable detail, for purposes of Covered TaxesU.S. Federal income tax purposes, (i) the actual tax basis as of the first applicable Exchange Date in such Covered Taxable Year of the Exchange Assets, (ii) the Basis Adjustment with respect to the Exchange Assets as a result of the Taxable Exchanges effected in such Covered Taxable Year, calculated in the aggregate, and (iii) the period or periods, if any, over which the Exchange Assets are amortizable or depreciable. At the time the Ltd Exchanging Subsidiaries deliver the Exchange Basis Schedule to LFCM, they shall (x) deliver to LFCM schedules and work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow LFCM reasonable access to the appropriate representatives at Lazard and its Subsidiaries, Lazard Group and the Advisory Firm in connection with its review of such schedule. The Exchange Basis Schedule shall become final and binding on the parties unless LFCM, within 30 calendar days after receiving such Exchange Basis Schedule, provides the Ltd Exchanging Subsidiaries with notice of a material objection to such Exchange Basis Schedule made in good faith. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after such Exchange Basis Schedule was delivered to LFCM, the Ltd Exchanging Subsidiaries and LFCM shall employ the Reconciliation Procedures.