Common use of Cooperation on BGC Partners Filings Clause in Contracts

Cooperation on BGC Partners Filings. Newmark will cooperate fully, and cause Newmark’s independent certified public accountants (“Newmark’s Auditors”) to cooperate fully, with BGC Partners to the extent requested by BGC Partners in the preparation of BGC Partners’ public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual Reports to Stockholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by BGC Partners with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “BGC Partners Public Filings”). Newmark is responsible for the preparation of its financial statements in accordance with BGC Partners’ policies with respect to the application of U.S. GAAP and shall indemnify BGC Partners for any liabilities it shall incur with respect to inaccuracy of such statements. As long as BGC Partners is required to consolidate the results of operations and financial position of Newmark in its financial statements, Newmark will continue to prepare the quarterly and annual financial reporting analysis and provide support for financial statement footnotes and other information included in BGC Partners’ filings with the SEC. Such information and the timing thereof will be consistent with the BGC Partners financial statement processes in place prior to the Closing. Newmark also agrees to provide to BGC Partners all other information that BGC Partners reasonably requests in connection with any BGC Partners Public Filings or that, in the judgment of BGC Partners’ legal department, is required to be disclosed or incorporated by reference therein under any Applicable Law. Newmark will provide such information in a timely manner on the dates requested by BGC Partners (which may be earlier than the dates on which Newmark otherwise would be required hereunder to have such information available) to enable BGC Partners to prepare, print and release all BGC Partners Public Filings on such dates as BGC Partners will determine but in no event later than as required by Applicable Law. Newmark will use its commercially reasonable efforts to cause Newmark’s Auditors to consent to any reference to them as experts in any BGC Partners Public Filings required under any Applicable Law. If and to the extent requested by BGC Partners, Newmark will diligently and promptly review all drafts of such BGC Partners Public Filings and prepare in a diligent and timely fashion any portion of such BGC Partners Public Filing pertaining to Newmark. Newmark management’s responsibility for reviewing such disclosures shall include a determination that such disclosures are complete and accurate and consistent with other public filings or other disclosures which have been made by Newmark. Prior to any printing or public release of any BGC Partners Public Filing, an appropriate executive officer of Newmark will, if requested by BGC Partners, certify that the information relating to any Newmark Group member in such BGC Partners Public Filing is accurate, true, complete and correct in all material respects. Unless required by Applicable Law, Newmark will not publicly release any financial or other information which conflicts with the information with respect to any Newmark Group member that is included in any BGC Partners Public Filing without BGC Partners’ prior written consent. Prior to the release or filing thereof, BGC Partners will provide Newmark with a draft of any portion of a BGC Partners Public Filing containing information relating to the Newmark Group and will give Newmark an opportunity to review such information and comment thereon; provided that BGC Partners will determine in its sole discretion the final form and content of all BGC Partners Public Filings.