Common use of Redemption Date Basis Adjustment Clause in Contracts

Redemption Date Basis Adjustment. Pursuant to the Buyout Agreement, Lazard Group and the Historical Partners agreed to treat the consideration paid to the Historical Partners in the Redemption (i) as a sale or exchange pursuant to Section 707(a)(2)(B) of the Code (the “Sale”) to the extent such consideration originated from IPO Proceeds and (ii) as a distribution pursuant to Section 736(b)(1) and Section 731(b) of the Code (the “Distribution”) to the extent the total Redemption consideration exceeded the IPO Proceeds. The Historical Partners of Lazard Group redeemed for cash in the Redemption recognized gain on the Redemption Date under Sections 741 and 731 of the Code, each Ltd Exchanging Subsidiary’s share of the basis in the Original Assets was increased by the excess of the Sale proceeds over the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Original Assets on the Redemption Date and the basis in the Original Assets was increased by the amount of gain recognized by the Historical Partners of Lazard Group with respect to the Distribution. Such gain and Basis Adjustment shall be treated as occurring entirely on the Redemption Date unless there is a Determination to the contrary. For purposes of this Agreement, (i) the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the amount of Sale proceeds or the amount of gain recognized by the Historical Partners on the Redemption Date and (ii) any payments made under this Agreement with respect to the Redemption shall not be treated as resulting in a Basis Adjustment.

Redemption Date Basis Adjustment. Pursuant to the Buyout Agreement, Lazard Group and the Historical Historic Partners have agreed to treat the consideration paid to the Historical Historic Partners in the Redemption (i) as a sale or exchange pursuant to Section 707(a)(2)(B) of the Code (the “Sale”) to the extent such consideration originated originates from IPO Proceeds and (ii) as a distribution pursuant to Section 736(b)(1) and Section 731(b) of the Code (the “Distribution”) to the extent the total Redemption consideration exceeded exceeds the IPO Proceeds. The Historical Ltd Exchanging Subsidiaries and LFCM hereby agree that (i) the Historic Partners of Lazard Group redeemed for cash in the Redemption recognized shall recognize gain on the Redemption Date under Sections 741 and 731 of the Code, (ii) each Ltd Exchanging Subsidiary’s share of the basis in the Original Assets was shall be increased by the excess of the Sale proceeds over the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Original Assets on the Redemption Date and (iii) the basis in the Original Assets was shall be increased by the amount of gain recognized by the Historical Historic Partners of Lazard Group with respect to the Distribution. Such The Ltd Exchanging Subsidiaries and LFCM shall treat such gain and Basis Adjustment shall be treated as occurring entirely on the Redemption Date unless there is a Determination to the contrary. For purposes of this Agreement, the Ltd Exchanging Subsidiaries and LFCM (i) shall not take into account the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the amount of Sale proceeds or the amount of gain recognized by the Historical Historic Partners on the Redemption Date and (ii) shall not treat any payments made under this Agreement with respect to the Redemption shall not be treated as resulting in a Basis Adjustment.