Common use of Best Efforts; Notification Clause in Contracts

Best Efforts; Notification. (a) Subject to the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees of Wellsford and EQR shall take all such necessary action. (b) Wellsford shall give prompt notice to EQR, and EQR shall give prompt notice to Wellsford, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time withconditions set forth in this Agreement and, and which consentsin the case of Parent, approvalsin the LMC Agreement, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities each of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement and the Voting Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Voting Agreements or the consummation of the transactions contemplated by this Agreement or the Voting Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (x) to be materially burdensome to such party and its subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement, the Voting Agreements and the Investors' Agreements referred to in Section 6.02(f) so as to render inadvisable the consummation of the Mergers or (y) to result in the imposition of a condition or restriction of the type referred to in clause (ii), (iii) or (iv) of Section 6.02(e). IfIn connection with and without limiting the foregoing, at the Company and its Board of Directors shall (i) take all reasonable action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the TBS Merger, this Agreement or any time after of the Effective Timeother transactions contemplated by this Agreement or the Voting Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the TBS Merger, this Agreement or any further action is necessary other transaction contemplated by this Agreement or desirable to carry out the purpose of this any Voting Agreement, the proper officers and trustees of Wellsford and EQR shall take all action necessary so that the TBS Merger and the other transactions contemplated by this Agreement and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreements and otherwise to minimize the effect of such necessary actionstatute or regulation on the TBS Merger and the other transactions contemplated by this Agreement and the Voting Agreements. (b) Wellsford The Company shall give prompt notice to EQRParent, and EQR Parent shall give prompt notice to Wellsfordthe Company, of (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes becoming untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, each of Buyer, Acquisition Sub and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) Company agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all its reasonable best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all other things necessary, proper or appropriate advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by and to fully carry out the purposes of this Agreement. IfBuyer shall be responsible for obtaining all necessary consents, at approvals, waivers or exemptions from non-governmental third parties under the Company’s loan, management and franchise agreements listed on Schedule 5.3(a) to the Company’s Disclosure Letter (including the payment by Buyer of all fees and expenses required in connection with such loan, management and franchise agreements), such consents, approvals, waivers or exemptions to be in form reasonably satisfactory to the Company, and the Company shall cooperate with Buyer in connection with obtaining such consents, approvals, waivers or exemptions. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (i) take all action necessary so that no “fair price,” “business combination,” “moratorium,” “control share acquisition” or any time after other anti-takeover statute or similar statute enacted under state or federal laws of the Effective TimeUnited States or similar statute or regulation (a “Takeover Statute”) is or becomes applicable to the Merger, this Agreement or any further action is necessary or desirable of the other transactions contemplated hereby and (ii) if any Takeover Statute becomes applicable to carry out the purpose of Merger, this Agreement, or any of the proper officers and trustees of Wellsford and EQR shall other transactions contemplated hereby, take all action necessary so that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such necessary actionTakeover Statute on the Merger or the consummation of any of the other transactions contemplated hereby. (b) Wellsford The Company shall give prompt notice to EQRBuyer and Acquisition Sub, and EQR Buyer and Acquisition Sub shall give prompt notice to Wellsfordthe Company, if (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any material respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations of the parties Parties under this Agreement. No notice given pursuant to this Section 5.3 will contain any material fact or untrue statement or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and the consummation each of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) parties agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all its reasonable best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to use its reasonable best efforts to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, including but not limited to those set forth in Section 4.1(d) of the Company Disclosure Schedule, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated by this Agreement. If, at including seeking to have any time after stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the Effective Timeexecution and delivery of any additional instruments necessary to consummate the transactions contemplated by, any further action is necessary or desirable and to fully carry out the purpose purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the proper officers and trustees of Wellsford and EQR shall or any other transaction contemplated by this Agreement, take all action within its power and authority necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such necessary actionstatute or regulation on the Offer, the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Section 6.3(a), the Board of Directors of the Company shall not be prohibited from taking any action consistent with by Section 5.2(a) or 5.2(b), subject to Parent's rights set forth in Section 5.2(b) and in Section 5.2(c). (b) Wellsford The Company shall give prompt notice to EQRParent, and EQR Parent shall give prompt notice to Wellsfordthe Company, of (i) if any representation or warranty made by it contained in this Agreement that is qualified (x) so as to materiality becomes untrue have a Material Adverse Effect on the Company (in the case of the Company) or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate (y) in any material respect (in the case of Parent) or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such -------- ------- notification shall affect the representations, warranties, covenants covenants, or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to the terms and conditions herein provided, Wellsford the Company, Newco, Acquisition and EQR ERP shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time fromTime, from governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford the Company and EQRERP; and (iii) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, furnishing all information required to be included in the Proxy Statement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees of Wellsford the Company, Newco and EQR ERP shall take all such necessary action. (b) Wellsford The Company shall give prompt notice to EQRERP, and EQR ERP shall give prompt notice to Wellsfordthe Company, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and unless, to the consummation extent permitted by Section 5.02(b), the Company Board approves or recommends a superior proposal, each of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) parties shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the transactions contemplated by this Agreement. Ifmost expeditious manner practicable, at any time after the Effective TimeOffer, the Merger, and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any further action is Governmental Entity, (ii) the obtaining of all necessary consents, approvals or desirable waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purpose purposes of this Agreementthe Operative Agreements. In connection with and without limiting the foregoing, the proper officers Company and trustees of Wellsford and EQR the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such necessary actionstatute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 5.02(b). (b) Wellsford The Company shall give prompt notice to EQRParent, and EQR Parent or Sub shall give prompt notice to Wellsfordthe Company, of (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes becoming untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to the terms and conditions herein provided, Wellsford Merry Land, Cornerstone and EQR Merger Sub shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the MergerMerger (including (I) the payment by Cornerstone of the fees required pursuant to the loan agreements (other than fees relating to the loans from Regions Bank) set forth in Schedule 2.5A to the Merry Land Disclosure Letter in connection with such consents, and (II) other reasonable financial accommodations by Cornerstone, including an unconditional guaranty, necessary to obtain consents for the loan disclosed on Schedule 2.5A to the Merry Land Disclosure Letter for the Xxxxx Island Apartment Project) such consents to be in form reasonably satisfactory to Wellsford Merry Land and EQRCornerstone; and (iii) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees directors of Wellsford Merry Land, Cornerstone and EQR the Surviving Corporation shall take all such necessary action. (b) Wellsford Merry Land shall give prompt notice to EQRCornerstone, and EQR Cornerstone shall give prompt notice to WellsfordMerry Land, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to the terms and conditions herein provided, Wellsford EWR and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or 39 regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements hereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts (other than the payment of money) to obtain in writing any consents required from third parties to effectuate the Merger, including consents required in connection with the EWR Debt (as defined in Section 5.18 below), such consents to be in form reasonably satisfactory to Wellsford EWR and EQR; and (iii) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees of Wellsford EWR and EQR shall take all such necessary action. (b) Wellsford EWR shall give prompt notice to EQR, and EQR shall give prompt notice to WellsfordEWR, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and the consummation each of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) parties agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the most expeditious manner practicable, the Offer and the Merger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Persons and the making of all necessary registrations and filings (including filings with Governmental Persons, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Person, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated by this Agreement. If, at including seeking to have any time after stay or temporary restraining order entered by any court or other Governmental Person vacated or reversed and (iv) the Effective Timeexecution and delivery of any additional instruments necessary to consummate the transactions contemplated by, any further action is necessary or desirable and to fully carry out the purpose purposes of, this Agreement. In connection with and without limiting the foregoing and to the extent possible under applicable law, the Company, Parent and Sub and their respective Boards of Directors shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement, other than any such statutes or regulations the proper officers sole effect of which is to require a filing or notice, provided that the Company, Parent and trustees of Wellsford and EQR Sub, as applicable, shall take all action necessary to comply with such filing and notice requirements, and (y) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement or any other transaction contemplated by this Agreement, take all action necessary actionto ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions contemplated by this Agreement. Nothing herein shall require Parent or Sub to accept any financing. (b) Wellsford The Company shall give prompt notice to EQRParent, and EQR Parent or Sub shall give prompt notice to Wellsfordthe Company, of (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes becoming untrue or inaccurate in any material respect respect, including if necessary, by amendment to the Company Disclosure Letter (which amendments shall not affect or amend the representations and warranties of the Company set forth herein), and (ii) of the any failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall impair or in any way affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and the consummation each of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) Apple REITs agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all its reasonable best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all other things necessary, proper or appropriate advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Mergers, this Agreement or the consummation of any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by and to fully carry out the purposes of this Agreement. IfIn connection with and without limiting the foregoing, at each of the Apple REITs shall (i) take all action necessary so that no “fair price,” “business combination,” “moratorium,” “control share acquisition” or any time after other anti-takeover statute or similar statute enacted under state or federal laws of the Effective TimeUnited States or similar statute or regulation (a “Takeover Statute”) is or becomes applicable to the Mergers, this Agreement or any further action is necessary or desirable of the other transactions contemplated hereby and (ii) if any Takeover Statute becomes applicable to carry out the purpose of Mergers, this Agreement, or any of the proper officers and trustees of Wellsford and EQR shall other transactions contemplated hereby, take all action necessary so that the Mergers may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such necessary actionTakeover Statute on the Mergers or the consummation of any of the other transactions contemplated hereby. (b) Wellsford Each of the Apple REITs shall give prompt notice to EQRthe other Apple REITs, and EQR shall give prompt notice to Wellsford, if (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any material respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Subject to applicable Law and the instructions of any Governmental Entity, each of the Apple REITs shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the others with copies of notices or other written communications received by any of the Apple REITs or any of their respective subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other Apple REITs and their respective counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and the consummation each of the transactions contemplated by such agreements Company and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) AAC agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all other things necessary, proper or appropriate advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Ifhereby, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees of Wellsford and EQR shall take all such necessary action. (b) Wellsford shall give prompt notice to EQR, and EQR shall give prompt notice to Wellsford, including (i) if the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by, any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or Governmental Entity, (ii) the obtaining of the failure by it to comply with all necessary consents, approvals, waivers or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementexemption from shareholders and non-governmental third parties; provided, however, that if AAC is obliged to pay or incur any material expenses or other liabilities to obtain the consent of any non-governmental party, it shall consult reasonably with the Company upon reasonable notice prior to paying or incurring any such material expenses or liabilities, and in no event shall AAC pay or incur any such notification shall affect expenses or liabilities in obtaining such consents without obtaining the representations, warranties, covenants or agreements prior written consent of the parties Company, which consent shall not unreasonably be withheld or delayed, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the conditions to the obligations consummation of any of the parties under this Agreement.other transactions contemplated hereby, including

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and the consummation each of the transactions contemplated by such agreements Company and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) Parent agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all its reasonable best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all other things necessary, proper or appropriate advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by and to fully carry out the purposes of this Agreement. IfIn connection with and without limiting the foregoing, at (x) the Company shall take all action necessary so that no “fair price,” “business combination,” “moratorium,” “control share acquisition” or any time after other anti-takeover statute or similar statute enacted under state or federal laws of the Effective TimeU.S. or similar statute or regulation (a “Takeover Statute”) is or becomes applicable to the Merger, this Agreement or any further action is necessary or desirable of the other transactions contemplated hereby and (y) if any Takeover Statute becomes applicable to carry out the purpose of Merger, this Agreement, or any of the proper officers other transactions contemplated hereby, each of the Company and trustees of Wellsford and EQR shall Parent take all action necessary so that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such necessary actionTakeover Statute on the Merger or the consummation of any of the other transactions contemplated hereby. (b) Wellsford Each of the Company and Parent shall give prompt notice to EQRthe other party, and EQR shall give prompt notice to Wellsford, if (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any material respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Subject to applicable Law and the instructions of any Governmental Entity, each of the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the others with copies of notices or other written communications received by any of the Company or Parent or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby.

Best Efforts; Notification. (a) Subject to the terms and conditions herein provided, Wellsford Lexford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time fromTime, from governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford Lexford and EQR; and (iii) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees of Wellsford Lexford and EQR shall take all such necessary action. (b) Wellsford Lexford shall give prompt notice to EQR, and EQR shall give prompt notice to WellsfordLexford, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and the consummation each of the transactions contemplated by such agreements Company and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) Suites agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all other things necessary, proper or appropriate advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties; provided, however, that if either party is obliged to make expenditures, or incur costs, expenses or other liabilities to obtain the consent of any non-governmental party, it shall consult reasonably with the other party upon reasonable notice prior to making payment of any such amount, and in no event shall either Suites or the Company make payment or payments of any such amount in obtaining such consents in excess of $250,000 in the aggregate without obtaining the prior written consent of the other, which consent shall not unreasonably be withheld or delayed, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable and to fully carry out the purpose of this Agreementpurposes of, the proper officers and trustees of Wellsford and EQR shall take all such necessary action. (b) Wellsford shall give prompt notice to EQR, and EQR shall give prompt notice to Wellsford, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no a party shall not be obligated to take any action pursuant to the foregoing if the taking of such notification shall affect action or the representationsobtaining of any waiver, warrantiesconsent, covenants approval or agreements exemption is reasonably likely to result in the imposition of a condition or restriction of the parties type referred to in Section 6.1(d). In connection with and without limiting the foregoing, Suites, the Company and their respective Boards of Directors shall (i) take all action necessary so that no "fair price," "business combination," "moratorium," "control share acquisition" or any other anti- takeover statute or similar statute enacted under state or federal laws of the United States or similar statute or regulation (a "Takeover Statute") is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any Takeover Statute becomes applicable to the Merger, this Agreement, or any of the other transactions contemplated hereby, take all action necessary so that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Statute on the Merger or the conditions to the obligations consummation of any of the parties under this Agreementother transactions contemplated hereby.

Best Efforts; Notification. (a) Subject Upon the -------------------------- terms and subject to the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another set forth in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and unless, to the consummation extent permitted by Section 6.02(d), the Company Board approves or --------------- recommends a Superior Company Proposal, each of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) parties shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the transactions contemplated by most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, to secure the expiration of any mandatory waiting periods of or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other Transactions and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other Transactions and to fully carry out the purposes of this Agreement. IfNotwithstanding the foregoing, at any time after (x) the Effective Timerequirement under this Section 7.03(a) that Parent and Sub use their best --------------- efforts to obtain all necessary consents and approvals from Governmental Entities with respect to the Merger or the other Transactions shall not be construed to require Parent or Sub to sell, divest, hold separate or otherwise dispose of, or agree to sell, divest, hold separate or otherwise dispose of, any further assets or businesses, including any assets or businesses of the Company or the Company Subsidiaries, or to enter into or agree to enter into any compulsory licensing or similar arrangement, in order to obtain approval, clearance or expiration of any waiting periods under the HSR Act or any other antitrust or competition Law and (y) the Company and its Representatives shall not be prohibited under this Section 7.03(a) from --------------- taking any action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees of Wellsford and EQR shall take all such necessary action.permitted by Section 6.02. ------------ (b) Wellsford The Company shall give prompt notice to EQRParent, and EQR Parent or Sub shall give prompt notice to Wellsfordthe Company, of (i1) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes becoming untrue or inaccurate in any material respect or (ii2) of the any failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to impair, delay or prevent Parent's or Sub's ability to perform its obligations under this Agreement or to consummate the Merger or the other Transactions.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and unless, to the consummation extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) parties shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the transactions contemplated most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary Consents of Governmental Entities and the making of all necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. IfWithout limiting the generality of the foregoing, at each of the parties hereto shall file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) any time after notification required to be filed by it or its “ultimate parent” company under the Effective TimeHSR Act and the rules and regulations promulgated thereunder with respect to the Transactions. Such parties will make such filings promptly and respond on a timely basis to any requests for additional information made by either of such agencies. Each of the parties hereto agrees to furnish the other with copies of all correspondence, any further action is necessary or desirable to carry out filings and communications (and memoranda setting forth the purpose of this Agreementsubstance thereof) between it and its affiliates and their respective representatives, on the one hand, and the FTC, the proper officers and trustees of Wellsford and EQR shall take all such necessary actionAntitrust Division or any other Governmental Entity or members or their respective staffs, on the other hand, with respect to the Merger, other than personal financial information filed therewith. (b) Wellsford Without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable efforts to take all action necessary or otherwise reasonably requested by Parent, Opco or Merger Sub to exempt the Merger from the provisions of any applicable takeover, business combination, control share acquisition or similar Law and (ii) if any takeover, business combination, control share acquisition or similar Law becomes applicable to this Agreement or the Merger, use their reasonable efforts to take all action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger. (c) Each party shall give prompt written notice to EQReach other party of the occurrence, and EQR or failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any of the conditions set forth in Section 7.01 to not be capable of being satisfied prior to the Outside Date (as defined in Section 8.01(b)(i)). The Company shall give prompt written notice to Wellsford, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) Parent of the occurrence, or failure by to occur, of any event of which it becomes aware that has caused or could reasonably be expected to comply with cause any of the conditions set forth in Section 7.02 (other than Section 7.02(f)) to not be capable of being satisfied prior to the Outside Date. Parent shall give prompt written notice to the Company of the occurrence, or satisfy failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any of the conditions set forth in Section 7.03 and Section 7.02(f) to not be capable of being satisfied prior to the Outside Date. The delivery of any material respect any covenant, condition notice pursuant to this Section 6.03(c) is for informational purposes and shall not limit or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall otherwise affect the representations, warranties, covenants remedies available hereunder to any party or agreements of the parties or the conditions to the obligations of the parties under this Agreementreceiving such notice.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, each of Parent, Sub and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) Company shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the transactions contemplated most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. IfNotwithstanding anything in this Agreement to the contrary, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose provisions of this AgreementSection 6.04 shall not be construed to require Parent or any its subsidiaries to offer, take, commit to or accept any action, efforts, restrictions or limitations of or on Parent or any of its subsidiaries if such Actions, individually or in the proper officers and trustees aggregate, would or would reasonably be expected to result (after giving effect to any reasonably expected proceeds of Wellsford and EQR shall take all such necessary actionany divestiture or sale of assets) in a Combined Company Material Adverse Effect. (b) Wellsford The Company shall give prompt notice to EQRParent, and EQR Parent or Sub shall give prompt notice to Wellsfordthe Company, of (i) if the breach or failure to be true and correct of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, after the expiration of the Inspection Period each of Buyer, Acquisition Sub and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) Company agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all its reasonable best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all other things necessary, proper or appropriate advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by and to fully carry out the purposes of this Agreement. IfBuyer shall be responsible for obtaining all necessary consents, at approvals, waivers or exemptions from non-governmental third parties under the Company’s loan, management and franchise agreements listed on Schedule 5.3(a) to the Company’s Disclosure Letter (including the payment by Buyer of all fees and expenses required in connection with such loan, management and franchise agreements), such consents, approvals, waivers or exemptions to be in form reasonably satisfactory to Buyer, and the Company shall assist and cooperate with Buyer in connection with obtaining such consents, approvals, waivers or exemptions, only to the extent that the Company does not incur any time after material cost or expense associated with such assistance or cooperation. In connection with and without limiting the Effective Timeforegoing, the Company and its Board of Directors shall (i) take all action necessary so that no “fair price,” “business combination,” “moratorium,” “control share acquisition” or any further action other anti-takeover statute or similar statute enacted under state or federal laws of the United States or similar statute or regulation (a “Takeover Statute”) is necessary or desirable becomes applicable to carry out the purpose Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any Takeover Statute becomes applicable to the Merger, this Agreement, or any of the proper officers and trustees of Wellsford and EQR shall other transactions contemplated hereby, take all action necessary so that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such necessary actionTakeover Statute on the Merger or the consummation of any of the other transactions contemplated hereby. (b) Wellsford The Company shall give prompt notice to EQRBuyer and Acquisition Sub, and EQR Buyer and Acquisition Sub shall give prompt notice to Wellsfordthe Company, if (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any material respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to the terms and conditions herein provided, Wellsford Grove and EQR ERP shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Company Merger Effective Time or Partnership Merger Effective Time, as applicable, with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Company Merger Effective Time fromor Partnership Merger Effective Time, from governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements hereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the MergerMergers, such consents to be in form reasonably satisfactory to Wellsford Grove and EQRERP; and (iii) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Timeeffectiveness of the Mergers, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees trust managers of Wellsford Grove and EQR the general partner of ERP shall take all such necessary action. (b) Wellsford Grove shall give prompt notice to EQRERP, and EQR ERP shall give prompt notice to WellsfordGrove, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Subject to the terms and conditions herein provided, Wellsford Merry Land and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford Merry Land and EQR; and (iii) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and trustees of Wellsford Merry Land and EQR shall take all such necessary action. (b) Wellsford Merry Land shall give prompt notice to EQR, and EQR shall give prompt notice to WellsfordMerry Land, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.. 5.4

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, and unless, to the consummation extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) parties shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the transactions contemplated most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary Consents of Governmental Entities and the making of all necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. IfWithout limiting the generality of the foregoing, at each of the parties hereto shall file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) any time after notification required to be filed by it or its “ultimate parent” company under the Effective TimeHSR Act and the rules and regulations promulgated thereunder with respect to the Transactions. Such parties will make such filings promptly and respond on a timely basis to any requests for additional information made by either of such agencies. Each of the parties hereto agrees to furnish the other with copies of all correspondence, any further action is necessary or desirable to carry out filings and communications (and memoranda setting forth the purpose of this Agreementsubstance thereof) between it and its affiliates and their respective representatives, on the one hand, and the FTC, the proper officers and trustees of Wellsford and EQR shall take all such necessary actionAntitrust Division or any other Governmental Entity or members or their respective staffs, on the other hand, with respect to the Merger, other than personal financial information filed therewith. (b) Wellsford Without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable efforts to take all action necessary or otherwise reasonably requested by Parent, Opco or Merger Sub to exempt the Merger from the provisions of any applicable takeover, business combination, control share acquisition or similar Law and (ii) if any takeover, business combination, control share acquisition or similar Law becomes applicable to this Agreement or the Merger, use their reasonable efforts to take all action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger. (c) Each party shall give prompt written notice to EQReach other party of the occurrence, and EQR or failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any of the conditions set forth in Section 7.01 to not be capable of being satisfied prior to the Outside Date (as defined in Section 8.01(b)(i)). The Company shall give prompt written notice to Wellsford, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) Parent of the occurrence, or failure by to occur, of any event of which it becomes aware that has caused or could reasonably be expected to comply with cause any of the conditions set forth in Section 7.02 (other than Section 7.02(f)) to not be capable of being satisfied prior to the Outside Date. Parent shall give prompt written notice to the Company of the occurrence, or satisfy failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any of the conditions set forth in Section 7.03 and Section 7.02(f) to not be capable of being satisfied prior to the Outside Date. The delivery of any material respect any covenant, condition notice pursuant to this Section 6.03(c) is for informational purposes and shall not limit or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall otherwise affect the representations, warranties, covenants remedies available hereunder to any party or agreements of the parties or the conditions to the obligations of the parties under this Agreementreceiving such notice .

Best Efforts; Notification. (a) Subject to Upon the terms and conditions herein provided, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior subject to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties conditions set forth in connection with the execution and delivery of this Agreement, each of Chateau and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) ROC agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all other things necessary, proper or appropriate advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the transactions most expeditious manner practicable, the Merger and the other Transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties; provided, however, that if either party is obliged to make expenditures, or incur costs, expenses or other liabilities to obtain the consent of any non-governmental party, it shall consult reasonably with the other party upon reasonable notice prior to making payment of any such amount, and in no event shall either ROC or Chateau make payment of any such amount in excess of $500,000 in obtaining such consents without obtaining the prior written consent of the other, which consent shall not unreasonably be withheld or delayed, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable and to fully carry out the purpose of this Agreementpurposes of, the proper officers and trustees of Wellsford and EQR shall take all such necessary action. (b) Wellsford shall give prompt notice to EQR, and EQR shall give prompt notice to Wellsford, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no a party shall not be obligated to take any action pursuant to the foregoing if the taking of such notification shall affect action or the representationsobtaining of any waiver, warrantiesconsent, covenants approval or agreements exemption is reasonably likely to result in the imposition of a condition or restriction of the parties type referred to in Section 6.1(d). In connection with and without limiting the foregoing, ROC, Chateau and their respective Boards of Directors shall (i) take all action necessary so that no "fair price," "business combination," "moratorium," "control share acquisition" or any other anti-takeover statute or similar statute enacted under state or federal laws of the conditions United States or similar statute or regulation (a "Takeover Statute") is or becomes applicable to the obligations Merger, this Agreement or any of the parties under other Transactions and (ii) if any Takeover Statute becomes applicable to the Merger, this AgreementAgreement or any other Transaction, take all action necessary so that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Statute on the Merger and the other Transactions.

Best Efforts; Notification. (a) Subject to the terms and conditions herein providedProposal, Wellsford and EQR shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities each of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) agrees to use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in form reasonably satisfactory to Wellsford and EQR; and (iii) use all reasonable its best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate advisable to consummate and make effective effective, in the most expeditious manner practicable, the Offer and the Merger, and the other transactions contemplated by the Operative Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the transactions contemplated by this Agreement. Ifthe Operative Agreements, at including seeking to have any time after stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the Effective Timeexecution and delivery of any additional instruments necessary to consummate the transactions contemplated by, any further action is necessary or desirable and to fully carry out the purpose purposes of, the Operative Agreements. In connection with and without limiting the foregoing, the Company and its Board of this Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, any Operative Agreement or any of the other transactions contemplated by the Operative Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other transaction contemplated by any Operative Agreement, the proper officers and trustees of Wellsford and EQR shall take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by the Operative Agreements may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such necessary actionstatute or regulation on the Offer, the Merger and the other transactions contemplated by the Operative Agreements. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action permitted by Section 5.02(b). (b) Wellsford The Company shall give prompt notice to EQRParent, and EQR Parent or Sub shall give prompt notice to Wellsfordthe Company, of (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes becoming untrue or inaccurate in any material respect or (ii) of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.