Common use of Treatment of Payments for Tax Purposes Clause in Contracts

Treatment of Payments for Tax Purposes. For all Tax purposes, the Parties agree to treat (a) any indemnity payment required by this Agreement to the extent relating to or arising out of the Separation (including the Partnership Divisions and the Newmark Inc. Contribution) or the Distribution (other than payments with respect to interest accruing after the relevant transaction) as either, as applicable, (i) a distribution by BGC U.S. Opco to its partners pursuant to the Opco Partnership Distribution, followed by a contribution by such partners to Newmark Opco pursuant to the Opco Partnership Contribution, (ii) a contribution by BGC Holdings to Newmark Holdings, (iii) a contribution by BGC Partners to Newmark Opco, (iv) a distribution by Newmark Opco to the partners of BGC U.S. Opco, followed by a contribution by such partners to BGC U.S. Opco, (v) a distribution by Newmark Holdings to BGC Holdings or (vi) a distribution by Newmark to BGC Partners, as the case may be, in each case, to the extent such payment is made after the Opco Partnership Contribution, the Holdings Partnership Distribution or the Distribution, as applicable, and such payment shall be treated as occurring immediately prior to the Opco Partnership Contribution, the Holdings Partnership Distribution or the Distribution, as applicable, or as a payment of an assumed or retained Liability; and (b) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by Applicable Law.