Common use of Certain Pre-Closing Actions Clause in Contracts

Certain Pre-Closing Actions. (a) Prior to the Closing (and in any event no later than 11:59 p.m. on the Business Day preceding the Closing Date), the Vornado Parties, Newco and Newco OP shall cause the Pre-Combination Transactions set forth on Section 5.8(a) of the Vornado Disclosure Letter to be implemented as set forth therein. Immediately following the occurrence of the Pre- Combination Transactions, but prior to the Closing, the JBG Parties shall cause the actions set forth on Section 5.8(a) of the JBG Disclosure Letter that are contemplated to be taken prior to the Closing (collectively, the “Restructuring Transactions”) to be implemented as set forth therein. The Parties will reasonably agree to modify the Restructuring Transactions, the Combination Transactions and the Pre-Combination Transactions as requested by either Party and agree further to reasonably cooperate with each other for four (4) weeks following the date hereof in respect of the “Potential Restructuring”, as set forth on Section 5.8(a) of the Vornado Disclosure Letter, so long as (i) such modifications do not adversely affect the non-requesting Party in any material respect and (ii) such modifications would not reasonably be expected to affect the ability of the Vornado Parties to receive the opinions described in Section 7.2(e) and Section 7.2(f) and the ability of the JBG Parties to receive the opinions described in Section 7.3(e). The Parties agree to amend the provisions of this Agreement, any schedule thereto, and any exhibit thereto to reflect any modifications described in the previous sentence. With the mutual consent of the Parties, the obligations of Newco hereunder may be assigned, to the extent necessary to reflect any modifications described herein, to a newly formed Subsidiary of Vornado. (b) The Parties and their Subsidiaries shall use Commercially Reasonable Efforts prior to the Closing, to take such actions as may be necessary so that at Closing Newco has the capacity, after taking into account the services to be provided under the Transition Services Agreement and any available transition periods, to maintain material compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over Newco. (c) The JBG Parties shall take the actions set forth on Section 5.8(c) of the JBG Disclosure Letter and shall otherwise use Commercially Reasonable Efforts to cause the closing condition set forth in Section 7.2(h) to be satisfied on or before the Closing Date. (d) Prior to the Closing date, the JBG Parties shall take the actions set forth on Section 5.8(d) of the JBG Disclosure Letter.