Common use of Deferred Closing Clause in Contracts

Deferred Closing. Operating Properties as to which a Substantial Condemnation or Substantial Casualty has occurred that cannot be cured prior to the Principal Closing Date will be excluded from the Principal Closing (any such Operating Property excluded or removed because it is subject to a Substantial Condemnation or a Substantial Casualty, an “Excluded Property”). The parties acknowledge that the BCR Sold Interests with respect to FCR Sports, LLC will not be transferred at the Principal Closing but will be included in a subsequent Closing (the “Deferred Closing”) at such time as all conditions precedent to the sale of such BCR Sold Interests have been satisfied. The BCR Entities will use commercially reasonable efforts to satisfy any conditions precedent to (including obtaining all third party consents required to be obtained in advance of) the transfer of the BCR Sold Interests with respect to FCR Sports, LLC pursuant to this Agreement. The Deferred Closing will be held at a date to be mutually agreed between the BCR Entities and Forest City, but not later than thirty (30) days after the date on which all conditions precedent to the transfer of the BCR Sold Interests with respect to FCR Sports, LLC have been satisfied (the “Deferred Closing Date”). The BCR Entities will advise Forest City on a regular basis of the progress in satisfying the as yet unmet conditions or circumstances to the Deferred Closing and will cooperate in scheduling the Deferred Closing Date as soon as practical after those conditions or circumstances are met. Notwithstanding the foregoing, in the event that the BCR Entities determine in good faith that they will not be able to satisfy all conditions precedent to the transfer of the BCR Sold Interests with respect to the Nets by June 30, 2007, the BCR Entities will notify Forest City in writing of such determination, this Agreement automatically will terminate with respect to the Nets, and neither Forest City nor the BCR Entities will have any further obligation hereunder in respect of the Nets, except as may expressly be provided to survive any such termination.