Common use of Indemnification by the Selling Holders Clause in Contracts

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, Newmark, its directors, officers and agents and each Person controlling Newmark within the meaning of Section 15 of the Securities Act (each, a “Newmark Covered Person”) against any and all Damages actually and as incurred by such Newmark Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark or any of its directors, officers, agents or controlling Persons. Newmark may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, NewmarkXxxx, its directors, officers and agents and each Person controlling Newmark Xxxx within the meaning of Section 15 of the Securities Act (each, a an “Newmark Xxxx Covered Person”) against any and all Damages actually and as incurred by such Newmark Xxxx Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark Xxxx or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark Xxxx or any of its directors, officers, agents agents, or controlling Persons. Newmark Xxxx may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement filed pursuant such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, and, to Article II or Article III will the extent permitted by law, each such holder hereby agrees to indemnify and hold harmless, severally and not jointly, Newmarkharmless the Corporation, its directors, officers and agents agents, and each Person controlling Newmark other Person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act (each, a “Newmark Covered Person”) against any and all Damages actually and as incurred by such Newmark Covered Person under the Securities Act, common law against any losses, claims, damages or liabilities, joint or several, to which such seller or any such Person may become subject under the Securities Act or otherwise, to the extent that insofar as such Damages losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or result from are based upon any untrue statement of any material fact or alleged untrue statement of any material fact contained in or omission or alleged omission from the Disclosure Package, such Registration Statementregistration statement, any preliminarypreliminary prospectus, final prospectus or summary Prospectus prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or any omission or alleged omission was to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and, subject to Section 2.7(c), each such Holders will reimburse the Corporation, its director, officers and agents and each other controlling Person, if any, for any legal or any other expenses reasonably incurred by them in reliance upon and connection with investigating or defending any such loss, liability, action or proceeding; but only to the extent that it is contained in conformity with any written information or affidavit so furnished in writing by such holder; provided, that the obligation to Newmark or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder indemnify will be greater than individual to each holder and will be limited to the net amount of proceeds received by such Holder under holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark or any of its directors, officers, agents or controlling Persons. Newmark may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itregistration statement.

Indemnification by the Selling Holders. Each Holder selling In consideration of the Issuer’s or PubliCo’s including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, each prospective selling Holder (each, a “Holder Indemnitor”) of such Registrable Securities shall be deemed to have agreed to indemnify and hold harmlessharmless (in the same manner and to the same extent as set forth in Section 6.1 hereof) the Issuer or PubliCo, severally as the case may be, and not jointly, Newmark, its directors, officers officers, employees, managers, attorneys, investment advisors and agents and each Person person controlling Newmark the Issuer or PubliCo, as the case may be, within the meaning of Section 15 of the Securities Act (each, a an “Newmark Covered PersonIndemnitee”) against any and all Damages actually losses, claims, damages or liabilities, joint or several, and as incurred by expenses (including any amounts paid in any settlement effected with such Newmark Covered Person Holder Indemnitor’s consent, which consent shall not be unreasonably withheld) to which the Indemnitees may become subject under the Securities Act, common law or otherwise, to the extent that insofar as such Damages losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or result from are based upon any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark the Issuer or PubliCo, as the case may be, or its representatives by or on behalf of any such selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligationsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark the Issuer or PubliCo, as the case may be, or any of its directors, officers, agents officers or controlling Persons. Newmark The Issuer, or PubliCo, as the case may be, may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, NewmarkGuild, its directors, officers and agents and each Person controlling Newmark Guild within the meaning of Section 15 of the Securities Act (each, a “Newmark Guild Covered Person”) against any and all Damages actually and as incurred by such Newmark Guild Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark Guild or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark Guild or any of its directors, officers, agents agents, or controlling Persons. Newmark Guild may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, NewmarkSolta, its directors, officers and agents and each Person controlling Newmark Solta within the meaning of Section 15 of the Securities Act (each, a an “Newmark Solta Covered Person”) against any and all Damages actually and as incurred by such Newmark Solta Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark Solta or its representatives in writing by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark Solta or any of its directors, officers, agents agents, or controlling Persons. Newmark Solta may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling If any Registrable Securities are included in any Registration Statement filed pursuant a registration statement under this Agreement, to Article II or Article III will indemnify and hold harmlessthe extent permitted by applicable law, each Selling Holder (severally and not jointly, Newmark) shall indemnify and hold harmless the Company, its directors, officers and officers, shareholders, employees, investment advisors, agents and Affiliates, either direct or indirect (and each Person controlling Newmark such Affiliate's directors, officers, shareholders, employees, investment advisors and agents) and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (eachAct, a “Newmark Covered Person”) any other Selling Holder and any controlling Person of any such other Selling Holder against any and all Damages actually losses, claims, damages, liabilities and as expenses, including attorneys' fees and disbursements and expenses of investigation, incurred by such Newmark Covered Person party pursuant to any actual or threatened action, suit, proceeding or investigation, to which any of the foregoing Persons may otherwise become subject under the Securities Act, common law the Exchange Act or otherwiseother federal or state laws, to the extent that insofar as such Damages (or actions or proceedings in respect thereof) losses, claims, damages, liabilities and expenses arise out of or result from are based upon any statement or alleged statement Violation, in or omission or alleged omission from each case to the Disclosure Package, extent (and only to the extent) that such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with written information furnished to Newmark or its representatives by or on behalf of any selling such Selling Holder specifically expressly for use in connection with such registration statement; provided, however, that (a) the preparation indemnification required by this Section 5.2 shall not apply to amounts paid in settlement of any such Disclosure Packageloss, Registration Statementclaim, preliminarydamage, final liability or summary Prospectusexpense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, Holder Free Writing Prospectus or amendment or supplement thereto. In which consent shall not be unreasonably withheld, (b) in no event shall the liability amount of any indemnity under this Section 5.2 and of the contribution obligation of a Selling Holder hereunder be greater than under Section 5.4 exceed the net proceeds from the applicable offering received by such Holder under Selling Holder, and (c) the sale of obligation to provide indemnification hereunder shall be several, and not joint and several, among the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark or any of its directors, officers, agents or controlling Persons. Newmark may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itindemnifying parties.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement or Canadian Prospectus filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, NewmarkSpinCo, its directors, officers and agents and each Person controlling Newmark SpinCo within the meaning of Section 15 of the Securities Act (each, a an “Newmark SpinCo Covered Person”) against any and all Damages actually and as incurred by such Newmark SpinCo Covered Person under the Securities Act, applicable Canadian Securities Laws, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus or Canadian Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark SpinCo or its representatives in writing by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus or Canadian Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark SpinCo or any of its directors, officers, agents or controlling Persons. Newmark SpinCo may require as a condition to its including Registrable Securities in any Registration Statement or Canadian Prospectus filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In consideration of the Company's including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, each prospective selling Holder (each, a "Holder Indemnitor") of such Registrable Securities and any underwriter shall be deemed to have agreed to indemnify and hold harmless, severally harmless (in the same manner and not jointly, Newmark, to the same extent as set forth in Section 6.1 hereof) the Company and its directors, officers officers, employees, managers, attorneys, investment advisors and agents and each Person person controlling Newmark the Company within the meaning of Section 15 of the Securities Act (each, a “Newmark Covered Person”"Company Indemnitee") against any and all Damages actually losses, claims, damages or liabilities, joint or several, and as incurred by expenses (including any amounts paid in any settlement effected with such Newmark Covered Person Holder Indemnitor's consent, which consent shall not be unreasonably withheld) to which the Company Indemnitees may become subject under the Securities Act, common law or otherwise, insofar and to the extent that as such Damages losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or result from and are based upon any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark the Company or its representatives by or on behalf of any such selling Holder or underwriter specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligationsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark the Company or any of its directors, officers, agents officers or controlling Persons. Newmark The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In the event of any registration of any Registrable Securities in any Registration Statement filed under the relevant Securities Law pursuant to Article II Section 3 or Article III will 4 of this Agreement, each prospective selling Holder of Registrable Securities shall, severally but not jointly, indemnify and hold harmless, severally harmless (to the extent permitted by law and not jointly, Newmarkotherwise in the same manner and to the same extent as set forth in clause (a) of this Section 6) the Company, its Affiliates, their respective directors, officers and agents officers, equityholders, agents, employees, advisors and each Person controlling Newmark other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or the Exchange Act (eachcollectively, a the “Newmark Covered PersonCompany Indemnified Parties” and, together with the Holder Indemnified Parties, the “Indemnified Parties”) against any and all Damages actually and as incurred by such Newmark Covered Person under the Securities Act, common law or otherwise, with respect to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such selling Holder furnished to Newmark or its representatives the Company by or on behalf of any such selling Holder and stated to be specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus prospectus or amendment or supplement thereto. In no event ; provided, however, that the indemnity agreement contained in this Section 6(b) shall the liability not apply to amounts paid in settlement of any such loss, claim, damage or liability if such settlement is effected without the consent of such selling Holder hereunder (which consent shall not be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligationunreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark the Company or any Company Indemnified Party and shall survive the transfer of its directors, officers, agents or controlling Persons. Newmark may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such securities by such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itHolder.

Indemnification by the Selling Holders. Each Holder selling In consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, Cantor and each other Holder selling Registrable Securities under such Registration Statement shall be deemed to have agreed to indemnify and hold harmless, jointly and severally (in the same manner and not jointly, Newmarkto the same extent as set forth in Section 6.1 hereof) BGC Partners, its directors, officers officers, managing directors and agents and each Person controlling Newmark BGC Partners within the meaning of Section 15 of the Securities Act (each, a “Newmark Covered BGC Partners Person”) against any and all Damages actually and as incurred by such Newmark Covered Person under the Securities Act, common law or otherwiseDamages, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from are related to any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder the Cantor Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark BGC Partners or its representatives by or on behalf of Cantor or any selling Holder specifically for use in the preparation of such Disclosure PackagePackage document, such Registration Statement, such preliminary, final or summary Prospectus, Holder such Cantor Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark BGC Partners or any of its directors, officers, agents officers or controlling Persons. Newmark BGC Partners may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that Cantor and each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling In consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed pursuant in accordance with Article II, each Holder selling Registrable Securities under such Registration Statement shall be deemed to Article II or Article III will have agreed to indemnify and hold harmless, jointly and severally (in the same manner and not jointly, Newmarkto the same extent as set forth in Section 5.1 hereof) BGC Partners, its directors, officers officers, managing directors and agents and each Person controlling Newmark BGC Partners within the meaning of Section 15 of the Securities Act (each, a “Newmark Covered BGC Partners Person”) against any and all Damages actually and as incurred by such Newmark Covered Person under the Securities Act, common law or otherwiseDamages, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from are related to any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any the Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark BGC Partners or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure PackagePackage document, such Registration Statement, such preliminary, final or summary Prospectus, such Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark BGC Partners or any of its directors, officers, agents officers or controlling Persons. Newmark BGC Partners may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VIV) applicable to it.

Indemnification by the Selling Holders. Each Holder selling Registrable Securities in any Registration Statement filed pursuant to Article II or Article III will indemnify and hold harmless, severally and not jointly, Newmarkthe Company, its directors, officers officers, and agents and each Person controlling Newmark the Company within the meaning of Section 15 of the Securities Act (each, a “Newmark Company Covered Person”) against any and all Damages actually and as incurred by such Newmark Company Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark the Company or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement, preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark the Company or any of its directors, officers, agents or controlling PersonsCompany Covered Person. Newmark The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.

Indemnification by the Selling Holders. Each Holder selling If any Registrable Securities are included in any Registration Statement filed pursuant a registration statement under this Agreement, to Article II or Article III will the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless, severally and not jointly, Newmarkharmless the Company, its directors, officers and officers, shareholders, employees, investment advisors, agents and Affiliates, and each Person controlling Newmark other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (eachand Section 20 of the Exchange Act, a “Newmark Covered Person”) any other Selling Holder and any controlling Person of any such other Selling Holder from and against any and all Damages actually losses, claims, damages, liabilities and as expenses, including attorneys' fees and disbursements and expenses of investigation, incurred by such Newmark Covered Person party pursuant to any actual or threatened action, suit, proceeding or investigation, to which any of the foregoing Persons may otherwise become subject under the Securities Act, common law the Exchange Act or otherwiseother federal or state laws, to the extent that insofar as such Damages (or actions or proceedings in respect thereof) losses, claims, damages, liabilities and expenses arise out of or result from are based upon any statement or alleged statement Violation, in or omission or alleged omission from each case to the Disclosure Package, extent (and only to the extent) that such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with written information furnished to Newmark or its representatives by or on behalf of any selling such Selling Holder specifically expressly for use in connection with such registration statement; provided, however, that (a) the preparation indemnification required by this Section 5.2 shall not apply to amounts paid in settlement of any such Disclosure Packageloss, Registration Statementclaim, preliminarydamage, final liability or summary Prospectusexpense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, Holder Free Writing Prospectus or amendment or supplement thereto. In which consent shall not be unreasonably withheld, (b) in no event shall the liability amount of any indemnity under this Section 5.2 and of the contribution obligation of a Selling Holder hereunder be greater than under Section 5.4 exceed the net proceeds from the applicable offering received by such Holder under Selling Holder, and (c) the sale of obligation to provide indemnification hereunder shall be several, and not joint and several, among the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark or any of its directors, officers, agents or controlling Persons. Newmark may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to itindemnifying parties.

Indemnification by the Selling Holders. Each Holder selling In consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed pursuant to in accordance with Article II or Article III will hereof, Cantor and each other Holder selling Registrable Securities under such Registration Statement shall be deemed to have agreed to indemnify and hold harmless, jointly and severally (in the same manner and not jointly, Newmarkto the same extent as set forth in Section 6.1 hereof) BGC Partners, its directors, officers officers, managing directors and agents and each Person controlling Newmark BGC Partners within the meaning of Section 15 of the Securities Act (each, a an “Newmark Covered BGC Partners Person”) against any and all Damages actually and as incurred by such Newmark Covered Person under the Securities Act, common law or otherwiseDamages, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from are related to any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary Prospectus contained therein, any Holder the Cantor Free Writing Prospectus for such Holder or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Newmark BGC Partners or its representatives by or on behalf of Cantor or any selling Holder specifically for use in the preparation of such Disclosure PackagePackage document, such Registration Statement, such preliminary, final or summary Prospectus, Holder such Cantor Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Newmark BGC Partners or any of its directors, officers, agents officers or controlling Persons. Newmark BGC Partners may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that Cantor and each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI) applicable to it.