Common use of Intercompany Agreements Clause in Contracts

Intercompany Agreements. (a) Except as set forth in Section 6.07(b), in furtherance of the releases and other provisions of Section 8.01, Newmark and each member of the Newmark Group, on the one hand, and BGC Partners and each member of the BGC Partners Group, on the other hand, hereby terminate any and all Contracts, arrangements, commitments or understandings, whether or not in writing, between or among Newmark and/or any member of the Newmark Group, on the one hand, and BGC Partners and/or any member of the BGC Partners Group, on the other hand, effective as of immediately prior to the Distribution Effective Time. No such terminated Contract, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Distribution Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 6.07(a) shall not apply to any of the following Contracts, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Distribution Effective Time); (ii) any Contracts, arrangements, commitments or understandings listed or described on Schedule 6.07(b)(ii); and (iii) any Contracts, arrangements, commitments or understandings to which any Person other than a member of the BGC Partners Group or the Newmark Group is a party thereto. (c) All of the intercompany accounts payable or accounts receivable between any member of the BGC Partners Group, on the one hand, and any member of the Newmark Group, on the other hand, accrued as of the IPO Closing Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices shall, as promptly as practicable after the IPO Closing Date (and in any event within ninety (90) days thereafter), be net settled in cash by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by BGC Partners in its sole and absolute discretion.

Intercompany Agreements. (a) Except as set forth in Section 6.07(b2.7(b), in furtherance all Contracts between members of the releases and other provisions of Section 8.01, Newmark and each member of the Newmark SWBI Group, on the one hand, and BGC Partners and each member members of the BGC Partners AOUT Group, on the other hand, hereby terminate any and all Contracts, arrangements, commitments or understandings, whether or not in writing, between or among Newmark and/or any member of the Newmark Group, on the one hand, and BGC Partners and/or any member of the BGC Partners Group, on the other hand, effective as of effect immediately prior to the Distribution Effective Time. No such terminated ContractTime are hereby agreed by SWBI (on behalf of itself and, arrangementto the fullest extent permitted by Applicable Law, commitment or understanding each other member of the SWBI Group) and by AOUT (on behalf of itself and, to the fullest extent permitted by Applicable Law, each other member of the AOUT Group) to be terminated, cancelled, and of no further force and effect from and after the Distribution Time (including any provision thereof which that purports to survive termination) shall be of without any further force or effect after the Distribution Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause Liability to be taken, such other actions as may be necessary to effect the foregoingany party thereto. (b) The provisions of Section 6.07(a2.7(a) shall not apply to any of the following Contracts, arrangements, commitments or understandings (or to any of the provisions thereof): : (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument Contract expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the Parties either SWBI or AOUT or any of the other members of their respective Groups or (B) to be continued from and after survive the Distribution Effective TimeDate); (ii) any ContractsContract to which any Person, arrangementsother than solely SWBI and AOUT and the other members of their respective Group, commitments is a party (it being understood that any such Contracts constitute AOUT Assets, AOUT liabilities, SWBI Assets, or understandings listed SWBI liabilities, as applicable, and such Contracts shall be assigned, contributed, conveyed, transferred, or described on Schedule 6.07(b)(iidelivered, accepted, or assumed in accordance with Section 2.3); (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.6 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with the second sentence of Section 2.6); and (iiiiv) any Contracts, arrangements, commitments or understandings to which any Person other than a member of the BGC Partners Group or the Newmark Group is a party theretoContracts set forth on Schedule 2.7(b). (c) All of the intercompany accounts payable or accounts receivable between any member of the BGC Partners Group, on the one hand, and any member of the Newmark Group, on the other hand, accrued as of the IPO Closing Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices shall, as promptly as practicable after the IPO Closing Date (and in any event within ninety (90) days thereafter), be net settled in cash by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by BGC Partners in its sole and absolute discretion.