Common use of Requested Transactions Clause in Contracts

Requested Transactions. Parent shall have the right, in its sole discretion and without requiring the further consent of the Company or the Company Board, for the purpose of facilitating the consummation of the Transactions, upon reasonable prior written notice to the Company (but at least five (5) Business Days prior to the Charter Closing), to require the Company to use reasonable best efforts to (a) sell or cause to be sold any amount of the capital stock, shares of beneficial interests, partnership interests or limited liability interests owned, directly or indirectly, by the Company in one or more Subsidiaries (collectively, the “Subsidiary Interests”) to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as designated by Parent, (b) sell or cause to be sold any of the assets of the Company or one or more Subsidiaries to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as designated by Parent, (c) contribute or transfer any of the Subsidiary Interests or any assets of the Company or one or more Subsidiaries to any Subsidiary, (d) declare and/or pay any dividends or other distributions to holders of Company Shares (including the Pre-Closing Dividend) or cause any Subsidiary to declare and/or pay any dividends or other distributions, (e) recapitalize, including through an exchange of equity interests for a new class of equity interests, one or more Subsidiaries of the Company, (f) amend the charter, bylaws, partnership agreement or similar organizational documents of one or more Subsidiaries of the Company, (g) form one or more new Subsidiaries, (h) redeem shareholders in a REIT Subsidiary and/or cause such REIT Subsidiary to liquidate for U.S. federal income tax purposes; (i) (A) enter into the definitive documents (including guarantee and collateral documents) with respect to the Financing (and take any actions necessary or advisable to facilitate the granting or perfection of security interests in connection therewith), any Surviving Debt Consent and any Specified JV Consent, in each case, on the Charter Closing Date, (B) incur, or cause any of its Subsidiaries to incur, any Indebtedness (including the New Property Financings), and release or terminate any guarantees and securities interests in respect of existing Indebtedness, for the purpose of effecting the Transactions and (C) release Columbiana (and/or any other property as may be determined by Parent) from the Term Loan Agreement in accordance with the terms thereof; (j) convert, reclassify or otherwise change the entity status of any of its trusts, Subsidiaries or other entities or (k) take any other action within the Company’s control reasonably requested by Parent with respect to the foregoing, including entering into definitive documents (clauses (a) through (k), other than the Pre-Closing Dividend, being “Requested Transactions”); provided, however, that (i) the consummation of all Requested Transactions and the Pre-Closing Dividend shall be conditioned upon the occurrence of the Charter Closing and receipt by the Company of a written notice from Parent to the effect that all conditions set forth in Article VII have been satisfied or waived and that Parent and Acquisition Sub are prepared to proceed immediately with the closing of the Transactions (and any other evidence requested by the Company that the closing of the Transactions will occur), and no Requested Transaction nor the pre-Closing Dividend shall require the Company or any Subsidiary of the Company to incur any liability (including any fees and expenses) that is not conditioned upon the consummation of the Charter Closing or otherwise promptly reimbursed or indemnified hereunder, (ii) no Requested Transaction nor the Pre-Closing Dividend shall require the Company or any Subsidiary of the Company to give any legal opinions (other than as may be required pursuant to Section 5.04(xii)) or fairness or solvency opinions, (iii) none of the Requested Transactions shall delay or prevent the completion of the Merger or the other Transactions or constitute a condition to the consummation of the Merger or the other Transactions, (iv) neither the Company nor any Subsidiary of the Company shall be required to take any action in contravention of any Laws or the certificate of incorporation or bylaws or similar organizational documents of the Company or such Subsidiary, (v) the Requested Transactions (or the inability to complete any or all Requested Transactions) shall not affect or modify in any respect the obligations of Parent and Acquisition Sub under this Agreement, including consummation of the Merger and the other Transactions and payment of the Merger Consideration and (vi) neither the Company nor any Subsidiary of the Company shall be required to take any action that would adversely affect the classification of the Company as a REIT or would subject the Company to any “prohibited transactions” taxes or other material Taxes under Code Sections 857(b), 860(c) or 4981. Without limiting the foregoing, none of the representations, warranties or covenants of the Company or any of the Company Subsidiaries shall be deemed to apply to, or deemed breached or violated by, and no condition set forth in Article VII shall be deemed to have failed to be satisfied as a result of, any of the Requested Transactions required by Parent pursuant to this Section 6.14. From time to time, promptly upon request of the Company, and promptly following any termination of the Merger Agreement in accordance with Article VIII, without the Merger Closing having occurred, Parent shall reimburse the Company for all costs, fees and expenses actually incurred by the Company in connection with any actions taken by the Company or its Subsidiaries in accordance with this Section 6.14 (including costs, fees and expenses of its Subsidiaries). Parent hereby agrees to indemnify and hold harmless the Company Board, the Company, its Subsidiaries and their Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result of taking such actions. Notwithstanding the foregoing, upon Parent’s request, the Company and its Subsidiaries shall use reasonable best efforts to form or incorporate any entities required to effect the Requested Transactions prior to the satisfaction or waiver of the conditions set forth in Article VII.

Requested Transactions. Parent shall have the right, in its sole discretion and without requiring the further consent of the Company or the Company Board, for the purpose of facilitating the consummation of the Transactions, upon reasonable prior written notice to the Company (but at least five (5) Business Days prior to the Charter Exchange Closing), to require the Company to use reasonable best efforts to (a) sell or cause to be sold any amount (including all or substantially all) of the capital stock, shares of beneficial interests, partnership interests or limited liability interests owned, directly or indirectly, by the Company in one or more Subsidiaries (collectively, the “Subsidiary Interests”) to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as designated by Parent, (b) sell or cause to be sold any (including all or substantially all) of the assets of the Company or one or more Subsidiaries to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as designated by Parent, Parent and (c) contribute or transfer any of the Subsidiary Interests or any assets of the Company or one or more Subsidiaries designated by Parent to the capital of any Subsidiary, (d) declare and/or pay any dividends or other distributions to holders of Company Shares (including the Pre-Closing Dividend) or cause any Subsidiary to declare and/or pay any dividends or other distributions, (e) recapitalize, including through an exchange of equity interests for a new class of equity interests, one or more Subsidiaries of the Company, (f) amend the charter, bylaws, partnership agreement or similar organizational documents of one or more Subsidiaries of the Company, (g) form one or more new Subsidiaries, (h) redeem shareholders in a REIT Subsidiary and/or cause such REIT Subsidiary to liquidate for U.S. federal income tax purposes; (i) (A) enter into the definitive documents (including guarantee and collateral documents) with respect to the Financing (and take any actions necessary or advisable to facilitate the granting or perfection of security interests in connection therewith), any Surviving Debt Consent and any Specified JV Consent, in each case, on the Charter Closing Date, (B) incur, or cause any of its Subsidiaries to incur, any Indebtedness (including the New Property Financings), and release or terminate any guarantees and securities interests in respect of existing Indebtedness, for the purpose of effecting the Transactions and (C) release Columbiana (and/or any other property as may be determined by Parent) from the Term Loan Agreement in accordance with the terms thereof; (j) convert, reclassify or otherwise change the entity status of any of its trusts, Subsidiaries or other entities or (k) take any other action within the Company’s control reasonably requested by Parent with respect to the foregoingParent, including entering into definitive documents with respect to the foregoing (clauses (a) through (k), other than the Pre-Closing Dividend(b), (c), (d) and (e) being “Requested Transactions”); provided, however, that (i) the consummation of all the Requested Transactions and the Pre-Closing Dividend shall be conditioned upon the occurrence of the Charter Closing and receipt by the Company of a written notice from Parent to the effect that all conditions set forth in Article VII have been satisfied or waived and that Parent and Acquisition Sub are prepared to proceed immediately with the closing of the Transactions (and any other evidence requested by the Company that the closing of the Transactions will occur), and no Requested Transaction nor the pre-Closing Dividend shall require the Company or any Subsidiary of the Company to incur any liability (including any fees and expenses) that is not conditioned upon the consummation of the Charter Closing or otherwise promptly reimbursed or indemnified hereunderExchange, (ii) no Requested Transaction nor the Pre-Closing Dividend shall require the Company or any Subsidiary of the Company to give any legal opinions (other than as may be required pursuant to Section 5.04(xii)) or fairness or solvency opinions, (iii) none of the Requested Transactions shall delay or prevent the completion of the Merger or the other Transactions or constitute a condition to the consummation of the Merger or the other TransactionsMerger, (iviii) neither the Company nor any Subsidiary of the Company shall be required to take any action in contravention of any Laws or the certificate of incorporation or bylaws or similar organizational documents of the Company or such Subsidiary, (viv) the Requested Transactions (or the inability to complete any or all the Requested Transactions) shall not affect or modify in any respect the obligations of Parent and Acquisition Sub under this Agreement, including consummation of the Merger and the other Transactions and payment of the Merger Consideration (except with respect to any reduction in the Merger Consideration due to the payment of any dividend) and (viv) neither the Company nor any Subsidiary of the Company shall be required to take any action that would adversely affect the classification of the Company as a REIT or would subject “real estate investment trust” within the Company to any “prohibited transactions” taxes or other material Taxes under Code meaning of Sections 857(b), 860(c) or 4981. Without limiting the foregoing, none 856 through 860 of the representations, warranties or covenants of the Company or any of the Company Subsidiaries shall be deemed to apply to, or deemed breached or violated by, and no condition set forth in Article VII shall be deemed to have failed to be satisfied as Code (a result of, any of the Requested Transactions required by Parent pursuant to this Section 6.14“REIT”). From time to time, promptly upon request of the Company, and promptly following any termination of If the Merger Agreement is terminated in accordance with Article VIII, VIII without the Merger Closing having occurred, (i) Parent shall promptly upon request by the Company, reimburse the Company for all costs, fees and expenses actually reasonable out-of-pocket costs incurred by the Company in connection with any actions taken by the Company or its Subsidiaries in accordance with this Section 6.14 6.13 (including costs, reasonable fees and expenses of its Subsidiaries). ) and (ii) Parent hereby agrees to indemnify and hold harmless the Company Board, the Company, its Subsidiaries and their Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result of taking such actions. Notwithstanding the foregoing, upon Parent’s request, the Company and its Subsidiaries shall use reasonable best efforts to form or incorporate any entities required to effect the Requested Transactions prior to the satisfaction or waiver of the conditions set forth in Article VII.

Requested Transactions. Subject to the terms of this Section 2.09, Parent shall have the rightoption, in its sole discretion and without requiring the further consent of the Company or its shareholders, in each case except for any consent, approval or other action required by applicable Laws, upon reasonable notice to the Company BoardCompany, for to direct that the purpose of facilitating Company, on the Closing Date (but subject to actual consummation of the Transactions, upon reasonable prior written notice to the Company (but at least five (5) Business Days prior to the Charter Closing), to require the Company to use reasonable best efforts to (a) sell or cause to be sold all or any amount portion of the capital stock, shares of beneficial interests, partnership interests or limited liability interests Equity Securities owned, directly or indirectly, by the Company in one or more Company Subsidiaries (collectively, the “Subsidiary Interests”) to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as designated by Parent, and/or (b) sell or cause to be sold all or any portion of the assets of the Company or one or more Company Subsidiaries to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as designated by Parent, (c) contribute or transfer any of the Subsidiary Interests or any assets of the Company or one or more Subsidiaries to any Subsidiary, (d) declare and/or pay any dividends or other distributions to holders of Company Shares (including the Pre-Closing Dividend) or cause any Subsidiary to declare and/or pay any dividends or other distributions, (e) recapitalize, including through an exchange of equity interests for a new class of equity interests, one or more Subsidiaries of the Company, (f) amend the charter, bylaws, partnership agreement or similar organizational documents of one or more Subsidiaries of the Company, (g) form one or more new Subsidiaries, (h) redeem shareholders in a REIT Subsidiary and/or cause such REIT Subsidiary to liquidate for U.S. federal income tax purposes; (i) (A) enter into the definitive documents (including guarantee and collateral documents) with respect to the Financing (and take any actions necessary or advisable to facilitate the granting or perfection of security interests in connection therewith), any Surviving Debt Consent and any Specified JV Consent, in each case, on the Charter Closing Date, (B) incur, or cause any of its Subsidiaries to incur, any Indebtedness (including the New Property Financings), and release or terminate any guarantees and securities interests in respect of existing Indebtedness, for the purpose of effecting the Transactions and (C) release Columbiana (and/or any other property as may be determined by Parent) from the Term Loan Agreement in accordance with the terms thereof; (j) convert, reclassify or otherwise change the entity status of any of its trusts, Subsidiaries or other entities or (k) take any other action within the Company’s control reasonably requested by Parent with respect to the foregoing, including entering into definitive documents (clauses (a) through and (k), other than the Pre-Closing Dividend, b) being “Requested Transactions”); provided, however, that that: (i) the consummation of all Requested Transactions and the Pre-Closing Dividend shall be conditioned upon the occurrence of the Charter Closing and receipt by the Company of a written notice from Parent to the effect that all conditions set forth in Article VII have been satisfied or waived and that Parent and Acquisition Sub are prepared to proceed immediately with the closing of the Transactions (and any other evidence requested by the Company that the closing of the Transactions will occur), and no Requested Transaction nor the pre-Closing Dividend shall require the Company or any Subsidiary of the Company to incur any liability (including any fees and expenses) that is not conditioned upon the consummation of the Charter Closing or otherwise promptly reimbursed or indemnified hereunder, (ii) no Requested Transaction nor the Pre-Closing Dividend shall require the Company or any Subsidiary of the Company to give any legal opinions (other than as may be required pursuant to Section 5.04(xii)) or fairness or solvency opinions, (iii) none of the Requested Transactions shall delay or prevent the completion Closing or the expiration of the Merger Subsequent Offering Period; (ii) the Requested Transactions shall be implemented as close as possible to the Closing (but after Parent and Buyer shall have confirmed in writing that all of the Offer Conditions have been satisfied or waived (to the other extent permissible) and that Parent and Buyer are prepared to proceed with the Closing on the scheduled Closing Date and irrevocably waiving any right to claim that the conditions to Parent’s or Buyer’s obligations to complete the Closing have not been satisfied) (it being understood that in any event the Requested Transactions may, at Parent’s or constitute a condition Buyer’s election, be deemed to have occurred immediately prior to the consummation of the Merger or the other Transactions, such Closing); (iviii) neither the Company nor any Company Subsidiary of the Company shall be required to take any action in contravention of any Laws or the certificate of incorporation or bylaws or similar organizational documents of applicable Laws, the Company Organizational Documents or any Company Contract; (iv) the consummation of any such SubsidiaryRequested Transactions shall be contingent upon the other Offer Conditions having been satisfied (or at the option of Parent or Buyer, waived), the Closing having occurred and the Back-End Threshold having been achieved; and (v) the Requested Transactions (or the inability to complete any or all the Requested Transactions) shall not affect or modify in any respect the obligations of Parent and Acquisition Sub or Buyer under this Agreement, including consummation the obligations to complete the Closing and pay the Offer Consideration promptly following the Expiration Time in accordance with the terms and conditions of the Merger and the other Transactions and payment of the Merger Consideration and this Agreement (vi) neither the Company nor any Subsidiary of the without giving effect to this Section 2.09). The Company shall be required to take any action that would adversely affect the classification of the Company as a REIT or would subject the Company to any “prohibited transactions” taxes or other material Taxes under Code Sections 857(b), 860(c) or 4981. Without limiting the foregoing, none of the representations, warranties or covenants of the Company or any of the Company Subsidiaries shall be deemed to apply to, or deemed breached or violated by, and no condition set forth in Article VII shall not be deemed to have failed made an Adverse Recommendation Change or entered into or agreed to be satisfied as a result of, enter into an Alternative Acquisition Agreement or otherwise breached its obligations in this Agreement solely to the extent of any of actions taken in accordance with Parent’s request or direction to effect the Requested Transactions required by Transactions. In the event that this Agreement is terminated prior to the Closing in accordance with its terms, Parent pursuant to this Section 6.14. From time to timeshall, promptly upon request of by the Company, and promptly following any termination of the Merger Agreement in accordance with Article VIII, without the Merger Closing having occurred, Parent shall reimburse the Company for all costs, fees and expenses actually reasonable documented out-of-pocket costs incurred by the Company or any Company Subsidiary in connection with any actions taken by the Company or its Subsidiaries in accordance with this Section 6.14 2.09 (including costs, reasonable fees and expenses of its Subsidiariestheir Representatives). Parent and Buyer, on a joint and several basis, hereby agrees agree to indemnify and hold harmless the Company Board, the Company, its and all Company Subsidiaries and their Affiliates and respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result of taking any such actions, in each case prior to the Closing and except to the extent arising from any willful misconduct, gross negligence, bad faith or fraud by any of the Company or the Company Subsidiaries. Notwithstanding Without limiting the foregoing, upon Parent’s requestnone of the representations, warranties or covenants of the Company and its Subsidiaries shall use reasonable best efforts to form be deemed breached or incorporate violated solely as a result of any entities required to effect of the Requested Transactions prior to the satisfaction or waiver of the conditions set forth in Article VIITransactions.

Requested Transactions. Parent shall have During the right, in its sole discretion period between the No-Shop Period Start Date and without requiring the further consent earlier to occur of the Company or Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article IX, the Company Board, for the purpose of facilitating the consummation of the Transactions, upon shall use commercially reasonable prior written notice efforts to the Company (but at least five (5) Business Days prior to the Charter Closing), to require the Company to use reasonable best efforts provide such cooperation and assistance as Parent may reasonably request in writing to (a) sell or cause to be sold any amount (including all or substantially all) of the capital stock, shares of beneficial interests, partnership interests or limited liability interests owned, directly or indirectly, by the Company in one or more Subsidiaries (collectively, the “Subsidiary Interests”) to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as reasonably designated by Parent, (b) sell or cause to be sold any of the assets of the Company or one or more Subsidiaries to any person at a price (provided that the Company shall not be required to sell any such assets for less than reasonably equivalent value) and on terms as reasonably designated by Parent, (c) contribute or transfer any of the Subsidiary Interests or any assets of the Company or one or more Subsidiaries designated by Parent to the capital of any Subsidiary, (d) declare and/or pay any dividends or other distributions to holders of Company Shares (including the Pre-Closing Dividend) convert or cause any Subsidiary to declare and/or pay any dividends or other distributions, (e) recapitalize, including through an exchange of equity interests for a new class of equity interests, one or more Subsidiaries of the Company, (f) amend the charter, bylaws, partnership agreement or similar organizational documents conversion of one or more wholly owned Subsidiaries of the Company, (g) form Company that are organized as corporations into limited partnerships or limited liability companies and one or more new Subsidiarieswholly owned Subsidiaries of the Company that are organized as limited partnerships or limited liability companies into limited liability companies, (h) redeem shareholders in a REIT Subsidiary and/or cause such REIT Subsidiary to liquidate for U.S. federal income tax purposes; (i) (A) enter into the definitive documents (including guarantee and collateral documents) with respect to the Financing (and take any actions necessary limited partnerships or advisable to facilitate the granting or perfection of security interests in connection therewith), any Surviving Debt Consent and any Specified JV Consent, in each casecorporations, on the Charter Closing Date, (B) incur, or cause any basis of its Subsidiaries to incur, any Indebtedness (including the New Property Financings), and release or terminate any guarantees and securities interests in respect of existing Indebtedness, for the purpose of effecting the Transactions and (C) release Columbiana (and/or any other property organizational documents as may be determined reasonably requested by Parent) from the Term Loan Agreement in accordance with the terms thereof; (j) convert, reclassify or otherwise change the entity status of any of its trusts, Subsidiaries or other entities or (ke) take any such other action within the Company’s control cooperation and assistance to reasonably requested by Parent with respect prior to the foregoingClosing in order to facilitate the sale or disposition of any properties or other assets of the Acquired Companies, including entering into definitive documents (or any other transaction described in the foregoing clauses (a) through (kd), including (1) permitting potential purchasers of properties or other than assets (and their Representatives) to (A) receive available information about such properties or other assets, and (B) have reasonable access during normal business hours, upon reasonable notice, to the PreCompany Properties to be sold or disposed, so long as they are or become subject to customary non-Closing Dividenddisclosure agreements or customary access agreements, (2) participating in a reasonable and limited number of meetings, management presentations and due diligence sessions with prospective purchasers and their Representatives, (3) assisting Parent to the extent reasonably necessary in connection with the preparation of management presentations, confidential information memoranda, transaction agreements, disclosure schedules, financial statements and similar documents customary for such transactions, (4) providing access to such due diligence materials and other information reasonably requested by such prospective purchasers and their Representatives in connection with such transactions, including access to a virtual data room, the contents of which have been approved by the Company (such approval not to be unreasonably withheld), and (5) assisting Parent in obtaining third-party consents, including preparation of any required notices or similar documents, including consents that may be required under existing financing documents, leases, ground leases, property management agreements, and other agreements of the Acquired Companies (any action or transaction described in clauses (a) through (d) being “Requested Transactions”); provided, however, that (i) the consummation of all the Requested Transactions and the Pre-Closing Dividend shall be conditioned upon the occurrence of the Charter Closing and receipt by the Company of a written notice from Parent to the effect that all conditions set forth in Article VII have been satisfied or waived and that Parent and Acquisition Sub are prepared to proceed immediately with the closing of the Transactions (and any other evidence requested by the Company that the closing of the Transactions will occur), and no Requested Transaction nor the pre-Closing Dividend shall require the Company or any Subsidiary of the Company to incur any liability (including any fees and expenses) that is not conditioned upon the consummation of the Charter Closing (it being understood that Parent may specify that some or otherwise promptly reimbursed or indemnified hereunderall of the Requested Transactions will be deemed to have occurred prior to the Closing), (ii) no Requested Transaction nor the Pre-Closing Dividend shall require the Company or any Subsidiary of the Company to give any legal opinions (other than as may be required pursuant to Section 5.04(xii)) or fairness or solvency opinions, (iii) none of the Requested Transactions shall delay or prevent the completion of the Merger or the other Transactions Mergers or constitute a condition to the consummation of the Merger Mergers (or subject the other Transactionscompletion of the Mergers to any uncertainty), (iviii) neither the Company nor any Subsidiary of the Company shall be required to take any action in contravention of any Laws or the certificate declaration of incorporation trust or bylaws or similar organizational documents of the Company or such Subsidiary, (viv) the Requested Transactions (or the inability to complete any or all Requested Transactions) shall not affect or modify in any respect the obligations of the Parent and Acquisition Sub Parties under this Agreement, including consummation of the Merger and the other Transactions and payment of the Company Merger Consideration and or Partnership Merger Consideration, (viv) neither the Company nor any Subsidiary of the Company shall be required to take any action that (x) would adversely affect the classification of the Company as a REIT or REIT, (y) would subject reasonably be expected to cause the Company to any be subject to “prohibited transactions” taxes Taxes or other material Taxes under Code Sections 857(b), 860(c) or 49814981 (or other material entity-level Taxes) or (z) would be reasonably likely to prevent counsel from delivering the opinion described in Section 8.3(e) in the form set forth in Exhibit A, (vi) no Requested Transactions shall require any of the Acquired Companies to give any legal opinions or fairness or solvency opinions, (vii) no Requested Transaction shall require any Acquired Company to take any action that unreasonably interferes with the ongoing business of the Acquired Companies, (viii) no Requested Transactions shall require any Acquired Company, prior to the Closing, to incur any liability (including any commitment fees and expense reimbursement) in connection therewith, and (ix) no Requested Transaction shall require any Acquired Company to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Company, its Subsidiaries or any of their respective Affiliates or Representatives) or expense (including legal and accounting expenses) in connection with assisting Parent, REIT Merger Sub and Operating Merger Sub in arranging such Requested Transaction or as a result of any information provided by the Company, its Subsidiaries or any of their respective Affiliates or Representatives in connection with such Requested Transaction. Such actions or transactions shall be undertaken in the manner (including in the order) specified by Parent and, subject to the limits set forth above and except as agreed by Parent and the Company, such actions or transactions shall be implemented immediately prior to or concurrent with the Closing, it being agreed that the Requested Transactions shall be implemented as close as possible to the Company Merger Effective Time (without jeopardizing the purpose of the Requested Transactions, but after Parent, REIT Merger Sub and Operating Merger Sub shall have waived or confirmed that all conditions to the consummation of the Mergers have been satisfied). Notwithstanding anything to contrary in this Agreement, any breach by the Company or its Subsidiaries or its Representatives of any of the covenants required to be performed by it under this Section 7.19 shall not be considered in determining the satisfaction of any condition to Closing set forth in this Agreement, including the condition to Closing set forth in Section 8.3(b), or in determining the entitlement of any party to terminate this Agreement, including any entitlement to termination arising from Section 9.1. Without limiting the foregoing, none of the representations, warranties or covenants of the Company or any of the Company Subsidiaries Acquired Companies shall be deemed to apply to, or be deemed to be breached or violated by, and no condition set forth in Article VII VIII shall be deemed to have failed to be satisfied as a result of, any of the Requested Transactions required transactions or cooperation contemplated by Parent pursuant to this Section 6.147.19. From time to time, promptly upon request of the Company, and promptly following any termination of the Merger If this Agreement is validly terminated in accordance with Article VIII, IX without the Merger Closing having occurred, the Parties shall take all actions necessary to reverse or otherwise not consummate any such transactions, without any liability to any Acquired Company. Parent shall promptly reimburse the Company for all costs, fees and expenses actually reasonable out-of-pocket costs incurred by the Company in connection with any actions taken by the Company or its Subsidiaries in accordance with this Section 6.14 7.19 (including costs, reasonable fees and expenses of its Subsidiaries). ) and Parent hereby agrees to indemnify and hold harmless the Company Board, the Company, its Subsidiaries and their Affiliates and Representatives (the “Requested Transactions Indemnified Persons”) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result of taking such actions. Notwithstanding actions (it being understood that the foregoingindemnification obligations of Parent, upon Parent’s request, REIT Merger Sub and Operating Merger Sub in this Section 7.19 are for the Company express benefit of and its Subsidiaries shall use reasonable best efforts to form or incorporate any entities required to effect the may be enforced by each Requested Transactions prior Indemnified Person, whether or not such Person is a party to the satisfaction or waiver of the conditions set forth in Article VII.this Agreement). CONDITIONS