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

Newmark 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), and in each case regardless of whether a Distribution Ruling, Unqualified Tax Opinion or a Waiver described in Section 7.02(c) or a CFO Certificate described in Section 7.02(d) may have been obtained or provided, Newmark shall be responsible for, and shall indemnify and hold harmless BGC Partners 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 Newmark’s Capital Stock or all or of a portion of Newmark’s and/or its Affiliates’ 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 Newmark, any of its Affiliates, or any one or more officers or directors of Newmark or any other member of the Newmark 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 Newmark Holdings or otherwise), grants of options, equity interests of Newmark 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 Newmark (or any successor thereof), (iii) any action or failure to act by Newmark or any of its Affiliates after the Distribution (including, without limitation, any amendment to Newmark’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Newmark stock (including, without limitation, through the conversion of one class of Newmark Capital Stock into another class of Newmark Capital Stock), (iv) any act or failure to act by Newmark or any of its Affiliates described in Section 7.02 (regardless whether such act or failure to act is covered by a Distribution Ruling, Unqualified Tax Opinion or Waiver described in Section 7.02(c), or a CFO Certificate described in Section 7.02(d)) or (v) any breach by Newmark of its agreement and representations set forth in Section 7.01.