Common use of BGC Partners Liability for Distribution Tax-Related Losses Clause in Contracts

BGC Partners Liability for Distribution Tax-Related Losses. Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), BGC Partners shall be responsible for, and shall indemnify and hold harmless Newmark and its Affiliates from and against any Distribution Tax-Related Losses that are attributable to, or result from any one or more of the following: (i) the acquisition (other than pursuant to the Contribution or the Distribution or the IPO) of all or a portion of BGC Partners’ stock or all or a portion of BGC Partners’ and/or its or its subsidiaries’ stock and/or assets by any means whatsoever by any Person, (ii) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by BGC Partners, any of its Affiliates, or any one or more officers or directors of any member of the BGC Partners or any other member of the BGC Partners’ Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events (including, without limitation, stock issuances (pursuant to the exercise of stock options, exchanges of equity interests of BGC Holdings or otherwise), grants of options, equity interests of BGC Holdings or other compensatory interests, capital contributions or acquisitions, or a series of any transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, a Fifty-Percent or Greater Interest in BGC Partners (or any successor thereof), (iii) any action or failure to act by BGC Partners or any of its Affiliates described in Section 7.03 or (iv) any breach by BGC Partners of its agreement and representations set forth in Section 7.01(a).