Common use of Deferred Closings Clause in Contracts

Deferred Closings. In the event that the First Closing occurs, but the RIM Closing or the BRH Closing are not each consummated prior to the date that is six (6) months after the date of this Agreement, as a result of the failure of one or more of the conditions set forth in Section 6.4, Section 6.6, Section 6.5 or Section 6.6, the Seller Group, to the extent requested by Parent and for no additional consideration, agrees to use its commercially reasonable efforts to cause each applicable Seller Group Party to take all actions consistent with applicable Law as are necessary or reasonably requested by Parent to provide Parent with all of the benefits and burdens (including for the avoidance of doubt, with respect to any Taxes that would be the responsibility of Parent if the RIM Closing or the BRH Closing, as applicable, occurred) of owning the RIM Securities and BRH Securities, as applicable, free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 2 contracts

Sources: Acquisition Agreement, Acquisition Agreement (Great American Group, Inc.)