TRANSACTION, EXCEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE;
(J)
MAKE ANY LOANS, ADVANCES OR CAPITAL
CONTRIBUTIONS TO, OR INVESTMENTS IN, ANY OTHER PERSON;
(K)
DISTRIBUTE ANY CASUALTY, CONDEMNATION OR
OTHER DISPOSITION PROCEEDS;
(L)
PRIOR TO THE TERMINATION OF THE STUDY
PERIOD, ENTER INTO, MODIFY, RENEW OR EXTEND (PURSUANT TO AN OPTION AGREEMENT OR
OTHERWISE) A LEASE WITH A TENANT OR ENTER INTO A LETTER OF INTENT WITH A
PROSPECTIVE TENANT FOR SPACE AT THE PROPERTY WITHOUT PROVIDING AT LEAST FIVE
(5) DAYS' PRIOR NOTICE TO THE OPERATING PARTNERSHIP, OTHER THAN LEASES OF
INDIVIDUAL RESIDENTIAL UNITS IN THE ORDINARY COURSE OF BUSINESS;
(M)
AFTER THE TERMINATION OF THE STUDY PERIOD,
ENTER INTO OR MODIFY A LEASE WITH A TENANT OR A LETTER OF INTENT WITH A
PROSPECTIVE TENANT FOR SPACE AT THE PROPERTY,
30
OTHER THAN (I) LEASES FOR WHICH A SIGNED LETTER OF INTENT HAS BEEN ENTERED INTO
AND DISCLOSED TO THE COMPANY AND THE OPERATING PARTNERSHIP PRIOR TO THE
EXECUTION DATE AND (II) LEASES OF INDIVIDUAL RESIDENTIAL UNITS WITH INDIVIDUAL
TENANTS IN THE ORDINARY COURSE OF BUSINESS; OR
(N)
ENTER INTO OR MODIFY ANY OPERATING
AGREEMENTS, EXCEPT FOR ANY SUCH AGREEMENTS THAT ARE CANCELABLE BY THE SUBJECT
ENTITIES WITHOUT PENALTY ON NOT MORE THAN SIXTY (60) DAYS' NOTICE TO THE OTHER
PARTY.
6.4
Other Actions.
The General Partners shall
not, subject to the Governing Documents, loan agreements binding on the Subject
Entities and the fiduciary duties of the General Partners, take or omit to take
any action in bad faith that would result in (i) any of the representations and
warranties of the General Partners (without giving effect to any "knowledge"
qualifications) set forth in this Agreement that are qualified as to materiality
becoming untrue, (ii) any of such representations and warranties (without giving
effect to any "knowledge" qualifications) that are not so qualified becoming
untrue in any material respect or (iii) except as contemplated by this
Agreement, any of the conditions to the Transaction set forth in ARTICLE VII not
being satisfied.
6.5
Commercially Reasonable Efforts; Notification
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREIN
PROVIDED, VORNADO AND THE GENERAL PARTNERS SHALL: (I) USE ALL COMMERCIALLY
REASONABLE EFFORTS TO COOPERATE WITH ONE ANOTHER IN (A) DETERMINING WHICH
FILINGS ARE REQUIRED TO BE MADE PRIOR TO THE CLOSING WITH, AND WHICH CONSENTS,
APPROVALS, PERMITS OR AUTHORIZATIONS ARE REQUIRED TO BE OBTAINED PRIOR TO THE
CLOSING FROM, GOVERNMENTAL ENTITIES AND ANY THIRD PARTIES IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION
AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND (B) TIMELY MAKING ALL SUCH
FILINGS AND TIMELY SEEKING ALL SUCH CONSENTS, APPROVALS, PERMITS AND
AUTHORIZATIONS; (II) USE ALL COMMERCIALLY REASONABLE EFFORTS TO OBTAIN IN
WRITING ANY CONSENTS REQUIRED FROM THIRD PARTIES TO EFFECTUATE THE TRANSACTION,
SUCH CONSENTS TO BE IN FORM REASONABLY SATISFACTORY TO VORNADO AND THE GENERAL
PARTNERS; AND (III) USE ALL COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR CAUSE TO
BE TAKEN, ALL OTHER ACTIONS AND DO,