Common use of Suspension of Tax Benefit Payments Following Change Notice Clause in Contracts

Suspension of Tax Benefit Payments Following Change Notice. (a) If Lazard, its Subsidiaries or Lazard Group 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 the Redemption or any Taxable Exchange (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit (or the increase in the amount of Realized Tax Detriment) 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 the Ltd Exchanging Subsidiaries will be required to pay to the Trust with respect to Covered Taxable Years after and including the taxable year in which the Change Notice is received (collectively, the “Potential Reduction”), prompt written notice shall be given to the Trust.

Suspension of Tax Benefit Payments Following Change Notice. (a) If Lazard, its Subsidiaries or Lazard Group 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 the Redemption or any Taxable Exchange (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit (or the increase in the amount of Realized Tax Detriment) 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 the Ltd Exchanging Subsidiaries will be required to pay to the Trust LFCM with respect to Covered Taxable Years after and including the taxable year in which the Change Notice is received (collectively, the “Potential Reduction”), prompt written notice shall be given to the TrustLFCM.