Common use of Special Reports of Deficiencies or Violations Clause in Contracts

Special Reports of Deficiencies or Violations. Newmark will report in reasonable detail to BGC Partners the following events or circumstances promptly after any executive officer of Newmark or any member of the Newmark Board becomes aware of such matter: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Newmark’s ability to record, process, summarize and report financial information; (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Newmark’s internal control over financial reporting; (iii) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act; and (iv) any report of a material violation of Law that an attorney representing any member of the Newmark Group has formally made to any officers or directors of Newmark pursuant to the SEC’s attorney conduct rules (17 C.F.R. Part 205).