Examples of BGC Partners Group in a sentence
Indemnitees from and against any and all Indemnifiable Losses of such Persons to the extent relating to, arising out of or resulting from payments made to satisfy any guarantee by a member of the BGC Partners Group to a third Person in respect of the Term Loan Credit Agreement or the Acquisition Term Loans under the Revolving Credit Agreement.
The equity interests set forth on Schedule 2.01(a)(i) and the equity interests contemplated by Section 2.05 to be contributed from members of the BGC Partners Group to members of the Newmark Group pursuant to the Partnership Divisions and the Newmark Inc.
The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of members of the BGC Partners Group or the Newmark Group, as the case may be.
All Assets of any member of the BGC Partners Group or Newmark Group as of the Effective Time relating to the Retained Business as of the Effective Time (other than any Asset set forth in clauses (i) through (xiv) of Section 2.01(a)).
The Assets of any member of the BGC Partners Group or Newmark Group as of the Effective Time that are set forth on Schedule 2.01(a)(xii).
Each of Cantor, BGC Partners and Newmark shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by another member of the Cantor Group, BGC Partners Group or Newmark Group, respectively.
Newmark shall not make, and shall not permit any member of the Newmark Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against BGC Partners or any other member of the BGC Partners Group, or any other Person released pursuant to Section 8.01(a), with respect to any Liabilities released pursuant to Section 8.01(a).
Except as expressly set forth herein, the members of the Newmark Group shall bear the economic and legal risk that conveyances of the Transferred Assets shall prove to be insufficient or that the title of any member of the BGC Partners Group to any Transferred Asset shall be other than good and marketable and free from encumbrances.
Title, risk of loss and/or responsibility with respect to each Transferred Asset and Transferred Liability shall transfer from the applicable members of the BGC Partners Group to the applicable members of the Newmark Group at 11:59 p.m., Eastern time, on the Closing Date (the “Effective Time”).
Each of the BGC Entities (on behalf of themselves and the other members of the BGC Partners Group) hereby waives compliance by each and every member of the Newmark Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the BGC Partners Group.