Common use of Actions Prior to Distribution Clause in Contracts

Actions Prior to Distribution. (a) Vistana shall cooperate with Starwood to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Starwood shall be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of an investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Starwood), and Vistana shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements. Without limiting the generality of the foregoing, Vistana shall and shall cause its Representatives to, as reasonably directed by Starwood in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Common Stock on an appropriate registration form or forms to be designated by Starwood (including any amendment or supplement thereto, the “Vistana Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana and is reasonably required in connection with the Distribution.

Actions Prior to Distribution. (a) Vistana shall Spinco will cooperate with Starwood Burgundy to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Starwood shall Burgundy will be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of an investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for StarwoodBurgundy), and Vistana shall Spinco will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood Burgundy in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreementsfaith. Without limiting the generality of the foregoing, Vistana shall Spinco will and shall will cause its Representatives employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Starwood Burgundy in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Spinco Common Stock on an appropriate registration form or forms to be designated by Starwood Burgundy (including any amendment or supplement thereto, the “Vistana Spinco Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana Spinco and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein.

Actions Prior to Distribution. (a) Vistana shall Newco will cooperate with Starwood Fox to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Starwood shall Fox will be permitted to reasonably direct and control the efforts efforts, prior to the Distribution Date, of the Parties Newco in connection with the Distribution in accordance with the terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements (including the selection of an any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange transfer agent and financial, legal, accounting and other advisors for StarwoodFox, but not the selection of the Exchange Agent, who will be selected pursuant to Section 1.6(b) of the Merger Agreement), and Vistana shall Newco will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood Fox in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements. Without limiting the generality of the foregoing, Vistana shall Newco will, and shall will cause its Representatives Subsidiaries and its and their respective employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Starwood Fox in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Newco Common Stock on an appropriate registration form or forms to be designated by Starwood Fox (including the “Newco Registration Statement”) and, if applicable, following effectiveness of the Newco Registration Statement, a Schedule TO (together with any amendment or supplement amendments thereto, the “Vistana Registration StatementSchedule TO”), ; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana Newco and is reasonably required in connection with the Distribution.

Actions Prior to Distribution. (a) Vistana shall Spinco will cooperate with Starwood TDCC to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Starwood shall TDCC will be permitted to reasonably direct and control the efforts of the Parties parties hereto in connection with the Distribution (including the selection of an any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for StarwoodTDCC), and Vistana shall Spinco will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood TDCC in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreementsfaith. Without limiting the generality of the foregoing, Vistana shall Spinco will, and shall will cause its Representatives to, as reasonably directed by Starwood TDCC in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Spinco Common Stock on an appropriate registration form or forms to be designated by Starwood TDCC (including any amendment or supplement thereto, the “Vistana Spinco Registration Statement”), ; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, sessions and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) ); and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana Spinco and is reasonably required in connection with the Distribution.

Actions Prior to Distribution. (a) Vistana shall Spinco will cooperate with Starwood Parent to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Starwood shall Parent will be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of an investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for StarwoodParent), and Vistana shall Spinco will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood Parent in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreementsfaith. Without limiting the generality of the foregoing, Vistana shall Spinco will and shall will cause its Representatives their respective employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Starwood Parent in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Spinco Common Stock on an appropriate registration form or forms to be designated by Starwood Parent (including any amendment or supplement thereto, the “Vistana Spinco Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana Spinco and is reasonably required in connection with the Distribution.

Actions Prior to Distribution. (a) Vistana shall Spinco will cooperate with Starwood TDCC to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Starwood shall TDCC will be permitted to reasonably direct and control the efforts of the Parties parties hereto in connection with the Distribution (including the selection of an any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for StarwoodTDCC), and Vistana shall Spinco will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood TDCC in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreementsfaith. Without limiting the generality of the foregoing, Vistana shall Spinco will, and shall will cause its Representatives to, as reasonably directed by Starwood TDCC in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Spinco Common Stock on an appropriate registration form or forms to be designated by Starwood TDCC (including any amendment or supplement thereto, the “Vistana Spinco Registration Statement”), ; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, sessions and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “”cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) ); and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana Spinco and is reasonably required in connection with the Distribution.

Actions Prior to Distribution. (a) Vistana shall Newco will cooperate with Starwood Xxxxxxx to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Starwood shall Xxxxxxx will be permitted to reasonably direct and control the efforts efforts, prior to the Distribution Date, of the Parties Newco in connection with the Distribution in accordance with the terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements (including the selection of an any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or transfer agent or exchange agent and financial, legal, accounting and other advisors for StarwoodXxxxxxx), and Vistana shall Newco will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood Xxxxxxx in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements. Without limiting the generality of the foregoing, Vistana shall Newco will, and shall will cause its Representatives Subsidiaries and its and their respective employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Starwood Xxxxxxx in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Newco Common Stock Units on an appropriate registration form or forms to be designated by Starwood Xxxxxxx (including any amendment or supplement thereto, the “Vistana Newco Registration Statement”)) and, if applicable, Schedule TO; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana Newco and is reasonably required in connection with the Distribution.