Common use of Closing Post Closing Clause in Contracts

Closing Post Closing. 46 8.1 City’s Closing Documents 46 8.2 HUPEG Entities’ Closing Documents 48 8.3 Extension of Closing Date 51 8.4 Electronic Registration 51 9.1 Notices 52 9.2 City as Regulatory Authority 53 9.3 Obligations as Covenants 53 9.4 Covenants of HUPEG 53 9.5 One Voice for HUPEG Entities 54 9.6 Fees and Costs 54 9.7 Index and Headings 54 9.8 Invalidity of Provisions 54 9.9 Successors and Assigns 54 9.10 Designating Applicable HUPEG Entities 54 9.11 Tender 55 9.12 Amendment of Agreement 55 9.13 Further Assurances 55 9.14 Entire Agreement 55 9.15 Time of Essence 56 9.16 Planning Act 56 9.17 No-Merger 56 9.18 Governing Law 56 9.19 Counterparts 56 9.20 MOU Superseded 56 9.21 Relationship of the Parties 56 THIS AGREEMENT made as of the 26th day of October, 2021. B E T W E E N: WHEREAS the capitalized words used herein have the meaning ascribed thereto in Section 1.1 unless the context otherwise requires; AND WHEREAS in December, 2017 Hamilton City Council (“City Council”) adopted a motion to seek opportunities (the “Initiative”) for private sector participation in the redevelopment of the Arena, the Concert Hall and the Convention Centre (collectively, the “Entertainment Venues”) in a manner that would eliminate the City’s subsidization of those three venues; AND WHEREAS ▇▇▇▇▇ responded to the Initiative by proposing, at its own cost, to redevelop or renovate, as applicable, the Entertainment Venues (and take on the ongoing capital and operating requirements of those facilities, with no subsidy from the City (except as specifically provided in this Agreement or the Closing Documents) (the “Revitalization Plan”) in consideration of the transfer of certain lands and other consideration from the City, all in accordance with the terms set out in this Agreement; AND WHEREAS ▇▇▇▇▇ delivered to the City a proposed memorandum of understanding with respect to ▇▇▇▇▇’s proposed Revitalization Plan and the transactions that may result therefrom and, following approval by City Council, the City executed such memorandum of understanding (the “MOU”); be a HUPEG Person), each to carry out the Revitalization Plan with respect to an Entertainment Venue and HUPEG will carry out the development of the Development Properties;