Common use of Exculpation and Indemnity; Other Interests Clause in Contracts

Exculpation and Indemnity; Other Interests. (a) BGC Partners (including, without limitation, its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark or the equityholders of Newmark for any acts or omissions taken or not taken in good faith on behalf of Newmark and in a manner reasonably believed by BGCP to be within the scope of the authority granted to it by this Agreement and in the best interests of Newmark, except for acts or omissions constituting fraud or willful misconduct in the performance of BGCP’s duties under this Agreement. Notwithstanding the foregoing, BGC Partners shall be liable to Newmark for any losses incurred by Newmark in connection with the provision of Transition Services by BGC Partners hereunder to the extent BGC Partners is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark shall indemnify, defend and hold harmless BGC Partners (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners with respect to its provision of Transition Services hereunder, except where attributable to the fraud or willful misconduct of BGC Partners. (b) Newmark (including, without limitation, its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners or the equityholders of BGC Partners for any acts or omissions taken or not taken in good faith on behalf of BGC Partners and in a manner reasonably believed by Newmark, Inc. to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC Partners, except for acts or omissions constituting fraud or willful misconduct in the performance of Newmark, Inc.’s duties under this Agreement. Notwithstanding the foregoing, Newmark shall be liable to BGC Partners for any losses incurred by BGC Partners in connection with the provision of Transition Services by Newmark hereunder to the extent Newmark is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners shall indemnify, defend and hold harmless Newmark (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against Newmark with respect to its provision of Transition Services hereunder, except where attributable to the fraud or willful misconduct of Newmark. (c) Nothing in this Agreement shall prevent BGC Partners and its affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark or any of its stockholders shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreement.

Exculpation and Indemnity; Other Interests. (a) BGC Partners Cantor (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark or the equityholders of Newmark for any acts or omissions taken or not taken in good faith on behalf of Newmark and in a manner reasonably believed by BGCP to be within the scope of the authority granted to it by this Agreement and in the best interests of Newmark, except for acts or omissions constituting fraud or willful misconduct in the performance of BGCP’s duties under this Agreement. Notwithstanding the foregoing, BGC Partners shall be liable to Newmark for any losses incurred by Newmark in connection with the provision of Transition Services by BGC Partners hereunder to the extent BGC Partners is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark shall indemnify, defend and hold harmless BGC Partners (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners with respect to its provision of Transition Services hereunder, except where attributable to the fraud or willful misconduct of BGC Partners. (b) Newmark (including, without limitation, its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners or the equityholders stockholders of BGC Partners BGCP for any acts or omissions taken or not taken in good faith on behalf of BGC Partners and in a manner reasonably believed by Newmark, Inc. Cantor to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC Partners, except for acts or omissions constituting fraud or willful misconduct in the performance of Newmark, Inc.Cantor’s duties under this Agreement. Notwithstanding the foregoing, Newmark Cantor shall be liable to BGC Partners for any losses incurred by BGC Partners in connection with the provision of Transition Services by Newmark Cantor’s services hereunder to the extent Newmark Cantor is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners shall indemnify, defend and hold harmless Newmark Cantor (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against Newmark with Cantor under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful misconduct of NewmarkCantor. (b) BGC Partners (including its officers, directors and employees) shall not be liable to Cantor or the partners of Cantor for any acts or omissions taken or not taken in good faith on behalf of Cantor and in a manner reasonably believed by BGC Partners to be within the scope of the authority granted to it by this Agreement and in the best interests of Cantor, except for acts or omissions constituting fraud or willful misconduct in the performance of BGC Partners’ duties under this Agreement. Notwithstanding the foregoing, BGC Partners shall be liable to Cantor for any losses incurred by Cantor in connection with the provision of BGC Partners’ services hereunder at least to the extent BGC Partners is entitled to be reimbursed by an unaffiliated third party for any such liability. Cantor shall indemnify, defend and hold harmless BGC Partners (and its stockholders, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners under or otherwise in respect of this Agreement, except where attributable to the fraud or willful misconduct of BGC Partners. (c) Nothing in this Agreement agreement shall prevent BGC Partners Cantor and its affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark BGC Partners or any of its their respective stockholders shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreementtherefrom.

Exculpation and Indemnity; Other Interests. (a) BGC Partners Cantor (including, without limitation, its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark or the equityholders of Newmark for any acts or omissions taken or not taken in good faith on behalf of Newmark and in a manner reasonably believed by BGCP CFLP to be within the scope of the authority granted to it by this Agreement and in the best interests of Newmark, except for acts or omissions constituting fraud or willful misconduct in the performance of BGCPCFLP’s duties under this Agreement. Notwithstanding the foregoing, BGC Partners Cantor shall be liable to Newmark for any losses incurred by Newmark in connection with the provision of Transition Administrative Services by BGC Partners Cantor hereunder to the extent BGC Partners Cantor is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark shall indemnify, defend and hold harmless BGC Partners Cantor (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners Cantor with respect to its provision of Transition Administrative Services hereunder, except where attributable to the fraud or willful misconduct of BGC PartnersCantor. (b) Newmark (including, without limitation, its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners Cantor or the equityholders of BGC Partners Cantor for any acts or omissions taken or not taken in good faith on behalf of BGC Partners Cantor and in a manner reasonably believed by Newmark, Inc. to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC PartnersCantor, except for acts or omissions constituting fraud or willful misconduct in the performance of Newmark, Inc.’s duties under this Agreement. Notwithstanding the foregoing, Newmark shall be liable to BGC Partners Cantor for any losses incurred by BGC Partners Cantor in connection with the provision of Transition Administrative Services by Newmark hereunder to the extent Newmark is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners Cantor shall indemnify, defend and hold harmless Newmark (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against Newmark with respect to its provision of Transition Administrative Services hereunder, except where attributable to the fraud or willful misconduct of Newmark. (c) Nothing in this Agreement shall prevent BGC Partners Cantor and its affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark or any of its stockholders shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreement.

Exculpation and Indemnity; Other Interests. 6.1 Each Services Provider (a) BGC Partners (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark any of the Services Recipients or the equityholders shareholders of Newmark the Services Recipients for any acts or omissions taken or not taken in good faith on behalf of Newmark any of them and in a manner reasonably believed by BGCP the Services Provider to be within the scope of the authority granted to it by this Agreement and in the best interests of Newmarkthe Services Recipients, except for acts or omissions constituting fraud or willful wilful misconduct in the performance of BGCPthe Services Provider’s duties under this Agreement. Notwithstanding the foregoing, BGC Partners the Services Providers shall be liable to Newmark the Services Recipients for any losses incurred by Newmark any of them in connection with the provision of Transition the Services by BGC Partners Provider’s services hereunder to the extent BGC Partners such Services Provider is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark The Services Recipients shall indemnify, Administrative Services Agreement Tower Bridge International Services L.P. and others Cantor Xxxxxxxxxx, X.X and others defend and hold harmless BGC Partners the Services Providers (and its their stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners with the Services Providers under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful wilful misconduct of BGC Partnersthe Services Providers. 6.2 Each Services Recipient (b) Newmark (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners any of the Services Providers or the equityholders shareholders of BGC Partners the Services Provider for any acts or omissions taken or not taken in good faith on behalf of BGC Partners such Services Recipient and in a manner reasonably believed by Newmark, Inc. such Services Recipient to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC Partnersthe Services Provider, except for acts or omissions constituting fraud or willful wilful misconduct in the performance of Newmark, Inc.such Services Recipient’s duties under this Agreement. Notwithstanding the foregoing, Newmark the Services Recipients shall be liable to BGC Partners the Services Providers for any losses incurred by BGC Partners the Services Providers in connection with the provision of Transition the Services by Newmark Recipients’ services hereunder to the extent Newmark such Services Recipient is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners The Services Providers shall indemnify, defend and hold harmless Newmark the Services Recipients (and its their stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against Newmark with the Services Recipients under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful wilful misconduct of Newmarkthe Services Recipients. (c) 6.3 Save to the extent prohibited by law, the provision of clauses 6.1 and 6.2 sets out the entire liability of the parties to each other. 6.4 Nothing in this Agreement shall prevent BGC Partners and its affiliates any of the Services Providers, the Services Recipients or their Affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark or any of its stockholders Party hereto who is not a party to such arrangements shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreementtherefrom.

Exculpation and Indemnity; Other Interests. (a) BGC Partners The Service Provider (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark Realty or the equityholders of Newmark its affiliates or their respective partners, members, officers, directors, employees, agents or representatives for any acts or omissions taken taken, or not taken taken, in good faith on behalf of Newmark Realty and in a manner reasonably believed by BGCP the Service Provider to be within the scope of the authority granted to it by this Agreement and in the best interests of NewmarkRealty, except for acts or omissions constituting gross negligence, fraud or willful misconduct in the performance of BGCPthe Service Provider’s duties under this Agreement. Notwithstanding the foregoing, BGC Partners shall be liable to Newmark for any losses incurred by Newmark in connection with the provision of Transition Services by BGC Partners hereunder to the extent BGC Partners is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark Realty shall indemnify, defend and hold harmless BGC Partners (the Service Provider and its stockholdersaffiliates and each of their respective officers, directors, managers, membersemployees, partners, officers, directors agents and employees) representatives from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners with the Service Provider under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the gross negligence, fraud or willful misconduct of BGC Partnersthe Service Provider or its members, officers, employees, agents or representatives. (b) Newmark (including, without limitation, its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners or the equityholders of BGC Partners for any acts or omissions taken or not taken in good faith on behalf of BGC Partners and in a manner reasonably believed by Newmark, Inc. to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC Partners, except for acts or omissions constituting fraud or willful misconduct in the performance of Newmark, Inc.’s duties under this Agreement. Notwithstanding the foregoing, Newmark shall be liable to BGC Partners for any losses incurred by BGC Partners in connection with the provision of Transition Services by Newmark hereunder to the extent Newmark is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners The Service Provider shall indemnify, defend and hold harmless Newmark (Realty and its stockholders, managersaffiliates and each of their respective partners, members, partners, officers, directors directors, employees, agents and employees) representatives from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against Newmark with respect to its provision of Transition Services hereunderresulting from the gross negligence, except where attributable to the fraud or willful misconduct of Newmarkthe Service Provider or its affiliates or their respective officers, directors, managers, employees, agents or representatives in the performing of the Service Provider’s obligations under this Agreement or the breach by the Service Provider of this Agreement. (c) Nothing in The provisions of this Section 6 shall survive any termination or expiration of the Term of this Agreement shall prevent BGC Partners and its affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark or any of its stockholders shall have any rights in or to such independent ventures or for a period equal to the income or profits derived therefrom as a result applicable statute of this Agreementlimitations with respect to any indemnifiable claim.

Exculpation and Indemnity; Other Interests. (a) BGC Partners Xxxxxx (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark BGC Group or the equityholders stockholders of Newmark BGCG for any acts or omissions taken or not taken in good faith on behalf of Newmark BGC Group and in a manner reasonably believed by BGCP Xxxxxx to be within the scope of the authority granted to it by this Agreement and in the best interests of NewmarkBGC Group, except for acts or omissions constituting fraud or willful misconduct in the performance of BGCP’s Xxxxxx’x duties under this Agreement. Notwithstanding the foregoing, BGC Partners Xxxxxx shall be liable to Newmark BGC Group for any losses incurred by Newmark BGC Group in connection with the provision of Transition Services by BGC Partners Xxxxxx’x services hereunder to the extent BGC Partners Cantor is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark BGC Group shall indemnify, defend and hold harmless BGC Partners Cantor (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners with Xxxxxx under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful misconduct of BGC PartnersXxxxxx. (b) Newmark BGC Group (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners Cantor or the equityholders partners of BGC Partners Xxxxxx for any acts or omissions taken or not taken in good faith on behalf of BGC Partners Xxxxxx and in a manner reasonably believed by Newmark, Inc. BGC Group to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC PartnersXxxxxx, except for acts or omissions constituting fraud or willful misconduct in the performance of Newmark, Inc.BGC Group’s duties under this Agreement. Notwithstanding the foregoing, Newmark BGC Group shall be liable to BGC Partners Cantor for any losses incurred by BGC Partners Xxxxxx in connection with the provision of Transition Services by Newmark BGC Group’s services hereunder at least to the extent Newmark BGC Group is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners Xxxxxx shall indemnify, defend and hold harmless Newmark BGC Group (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against Newmark with BGC Group under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful misconduct of NewmarkBGC Group. (c) Nothing in this Agreement shall prevent BGC Partners Cantor and its affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark BGC Group or any of its their respective stockholders shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreementtherefrom.

Exculpation and Indemnity; Other Interests. 6.1 Each Services Provider (a) BGC Partners (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark any of the Services Recipients or the equityholders shareholders of Newmark the Services Recipients for any acts or omissions taken or not taken in good faith on behalf of Newmark any of them and in a manner reasonably believed by BGCP the Services Provider to be within the scope of the authority granted to it by this Agreement and in the best interests of Newmarkthe Services Recipients, except for acts or omissions constituting fraud or willful wilful misconduct in the performance of BGCPthe Services Provider’s duties under this Agreement. Notwithstanding the foregoing, BGC Partners the Services Providers shall be liable to Newmark the Services Recipients for any losses incurred by Newmark any of them in connection with the provision of Transition the Services by BGC Partners Provider’s services hereunder to the extent BGC Partners such Services Provider is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark The Services Recipients shall indemnify, defend and hold harmless BGC Partners the Services Providers (and its their stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against BGC Partners with the Services Providers under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful wilful misconduct of BGC Partnersthe Services Providers. 6.2 Each Services Recipient (b) Newmark (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners any of the Services Providers or the equityholders shareholders of BGC Partners the Services Provider for any acts or omissions taken or not taken in good faith on behalf of BGC Partners such Services Recipient and in a manner reasonably believed by Newmark, Inc. such Services Recipient to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC Partnersthe Services Provider, except for acts or omissions constituting fraud or willful wilful misconduct in the performance of Newmark, Inc.such Services Recipient’s duties under this Agreement. Notwithstanding the foregoing, Newmark the Services Recipients shall be liable to BGC Partners the Services Providers for any losses incurred by BGC Partners the Services Providers in connection with the provision of Transition the Services by Newmark Recipients’ services hereunder to the extent Newmark such Services Recipient is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners The Services Providers shall indemnify, defend and hold harmless Newmark the Services Recipients (and its their stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s fees) arising out of or in connection with any claim against Newmark with the Administrative Services Agreement Tower Bridge International Services L.P. and others BGC Partners, L.P and others Services Recipients under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful wilful misconduct of Newmarkthe Services Recipients. (c) 6.3 Save to the extent prohibited by law, the provision of clauses 6.1 and 6.2 sets out the entire liability of the parties to each other. 6.4 Nothing in this Agreement shall prevent BGC Partners and its affiliates any of the Services Providers, the Services Recipients or their Affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark or any of its stockholders Party hereto who is not a party to such arrangements shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreementtherefrom.

Exculpation and Indemnity; Other Interests. 6.1 Each Services Provider (a) BGC Partners (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark any of the Services Recipients or the equityholders shareholders of Newmark the Services Recipients for any acts or omissions taken or not taken in good faith on behalf of Newmark any of them and in a manner reasonably believed by BGCP the Services Provider to be within the scope of the authority granted to it by this Agreement and in the best interests of Newmarkthe Services Recipients, except for acts or omissions constituting fraud or willful wilful misconduct in the performance of BGCPthe Services Provider’s duties under this Agreement. Administrative Services Agreement Tower Bridge International Services L.P. BGC Group, Inc. and others Notwithstanding the foregoing, BGC Partners the Services Providers shall be liable to Newmark the Services Recipients for any losses incurred by Newmark any of them in connection with the provision of Transition the Services by BGC Partners Provider’s Administrative Services hereunder to the extent BGC Partners such Services Provider is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark The Services Recipients shall indemnify, defend and hold harmless BGC Partners the Services Providers (and its their stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s legal fees) arising out of or in connection with any claim against BGC Partners with the Services Providers under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful wilful misconduct of BGC Partnersthe Services Providers. 6.2 Each Services Recipient (b) Newmark (including, without limitation, including its stockholders, managers, members, partners, officers, directors directors, partners and employees) shall not be liable to BGC Partners any of the Services Providers or the equityholders shareholders of BGC Partners the Services Provider for any acts or omissions taken or not taken in good faith on behalf of BGC Partners such Services Recipient and in a manner reasonably believed by Newmark, Inc. such Services Recipient to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC Partnersthe Services Provider, except for acts or omissions constituting fraud or willful wilful misconduct in the performance of Newmark, Inc.such Services Recipient’s duties under this Agreement. Notwithstanding the foregoing, Newmark the Services Recipients shall be liable to BGC Partners the Services Providers for any losses incurred by BGC Partners the Services Providers in connection with the provision of Transition the Services by Newmark Recipients’ Administrative Services hereunder to the extent Newmark such Services Recipient is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners The Services Providers shall indemnify, defend and hold harmless Newmark the Services Recipients (and its their stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s legal fees) arising out of or in connection with any claim against Newmark with the Services Recipients under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful wilful misconduct of Newmarkthe Services Recipients. (c) 6.3 Save to the extent prohibited by law, the provision of clauses 6.1 and 6.2 sets out the entire liability of the parties to each other. 6.4 Nothing in this Agreement shall prevent BGC Partners and its affiliates any of the Services Providers, the Services Recipients or their Affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark or any of its stockholders Party hereto who is not a party to such arrangements shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreementtherefrom.

Exculpation and Indemnity; Other Interests. (a) BGC Partners Cantor (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark eSpeed or the equityholders stockholders of Newmark eSpeed for any acts or omissions taken or not taken in good faith on behalf of Newmark eSpeed and in a manner reasonably believed by BGCP Cantor to be within the scope of the authority granted to it by this Agreement and in the best interests of NewmarkeSpeed, except for acts or omissions constituting fraud or willful misconduct in the performance of BGCP’s Cantor's duties under this Agreement. Notwithstanding the foregoing, BGC Partners Cantor shall be liable to Newmark eSpeed for any losses incurred by Newmark eSpeed in connection with the provision of Transition Services by BGC Partners Cantor's services hereunder to the extent BGC Partners Cantor is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark eSpeed shall indemnify, defend and hold harmless BGC Partners Cantor (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s 's fees) arising out of or in connection with any claim against BGC Partners with Cantor under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful misconduct of BGC PartnersCantor. (b) Newmark eSpeed (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners Cantor or the equityholders partners of BGC Partners Cantor for any acts or omissions taken or not taken in good faith on behalf of BGC Partners Cantor and in a manner reasonably believed by Newmark, Inc. eSpeed to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC PartnersCantor, except for acts or omissions constituting fraud or willful misconduct in the performance of Newmark, Inc.’s eSpeed's duties under this Agreement. Notwithstanding the foregoing, Newmark eSpeed shall be liable to BGC Partners Cantor for any losses incurred by BGC Partners Cantor in connection with the provision of Transition Services by Newmark eSpeed's services hereunder to the extent Newmark eSpeed is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners Cantor shall indemnify, defend and hold harmless Newmark eSpeed (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s 's fees) arising out of or in connection with any claim against Newmark with eSpeed under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful misconduct of NewmarkeSpeed. (c) Nothing in this Agreement agreement shall prevent BGC Partners Cantor and its affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark eSpeed or any of its their respective stockholders shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreementtherefrom.

Exculpation and Indemnity; Other Interests. (a) BGC Partners Cantor (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to Newmark eSpeed or the equityholders stockholders of Newmark Parent for any acts or omissions taken or not taken in good faith on behalf of Newmark eSpeed and in a manner reasonably believed by BGCP Cantor to be within the scope of the authority granted to it by this Agreement and in the best interests of NewmarkeSpeed, except for acts or omissions constituting fraud or willful misconduct in the performance of BGCP’s Cantor's duties under this Agreement. Notwithstanding the foregoing, BGC Partners Cantor shall be liable to Newmark eSpeed for any losses incurred by Newmark eSpeed in connection with the provision of Transition Services by BGC Partners Cantor's services hereunder to the extent BGC Partners Cantor is entitled to be reimbursed by an unaffiliated third party for any such liability. Newmark eSpeed shall indemnify, defend and hold harmless BGC Partners Cantor (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s 's fees) arising out of or in connection with any claim against BGC Partners with Cantor under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful misconduct of BGC PartnersCantor. (b) Newmark eSpeed (including, without limitation, including its stockholders, managers, members, partners, officers, directors and employees) shall not be liable to BGC Partners Cantor or the equityholders partners of BGC Partners Cantor for any acts or omissions taken or not taken in good faith on behalf of BGC Partners Cantor and in a manner reasonably believed by Newmark, Inc. eSpeed to be within the scope of the authority granted to it by this Agreement and in the best interests of BGC PartnersCantor, except for acts or omissions constituting fraud or willful misconduct in the performance of Newmark, Inc.’s eSpeed's duties under this Agreement. Notwithstanding the foregoing, Newmark eSpeed shall be liable to BGC Partners Cantor for any losses incurred by BGC Partners Cantor in connection with the provision of Transition Services by Newmark eSpeed's services hereunder to the extent Newmark eSpeed is entitled to be reimbursed by an unaffiliated third party for any such liability. BGC Partners Cantor shall indemnify, defend and hold harmless Newmark eSpeed (and its stockholders, managers, members, partners, officers, directors and employees) from and against any and all claims or liabilities of any nature whatsoever (including, without limitation, including consequential damages and reasonable attorney’s 's fees) arising out of or in connection with any claim against Newmark with eSpeed under or otherwise in respect to its provision of Transition Services hereunderthis Agreement, except where attributable to the fraud or willful misconduct of NewmarkeSpeed. (c) Nothing in this Agreement agreement shall prevent BGC Partners Cantor and its affiliates from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, and none of Newmark eSpeed or any of its their respective stockholders shall have any rights in or to such independent ventures or to the income or profits derived therefrom as a result of this Agreementtherefrom.