Common use of Subsequent Deliveries Clause in Contracts

Subsequent Deliveries. In the event that the Vendor (i) receives additional documents or information in the nature of the Property Information or receives documents that would amend or supplement the Property Information which, in each case, existed prior to the Purchaser’s Condition Date, or (ii) becomes aware of an inadvertent failure by the Vendor to provide any Property Information in accordance with Section 2.2, the Vendor shall promptly (but in no event more than two (2) Business Days after receipt or knowledge thereof) deliver the same to the Purchaser as provided in Section 2.2 (“Subsequent Property Information”) from time to time until and including up to the Purchaser’s Condition Date. In the event that any Subsequent Property Information is delivered to Purchaser after 5:00 p.m. central time on the day that is two (2) Business Days prior to Purchaser’s Condition Date, Purchaser’s Condition Date shall be extended by two (2) Business Days. In the event that any Subsequent Property Information is delivered prior to the Purchaser’s Condition Date, then the Purchaser’s sole remedy shall be to terminate this Agreement on or prior to the Purchaser’s Condition Date. If, following the Purchaser’s Condition Date, the Vendor delivers to the Purchaser any Subsequent Property Information, and such Subsequent Property Information discloses to the Purchaser information that the Purchaser was not previously aware of (“New Information”), and such New Information results in a Material Value Reduction (such New Information being “Material Adverse New Information”), then the Purchaser shall have the right to terminate this Agreement no later than three (3) full Business Days after the delivery of any such Material Adverse New Information to the Purchaser by Notice to the Vendor, in which event, if the Purchaser gives the Vendor Notice that the Purchaser exercises its right to terminate, this Agreement shall terminate, the Purchaser and the Vendor shall be released from all obligations under this Agreement (except those obligations which are stated to survive the termination of this Agreement), the Deposit and the interest earned thereon shall be returned to the Purchaser, subject to Section 2.4(b), and the Vendor shall reimburse the Purchaser for Purchaser’s Expenses, which obligations of the Vendor shall survive the termination of this Agreement. If, following the Purchaser’s Condition Date, the Vendor delivers New Information to the Purchaser which New Information does not result in a Material Value Reduction, the Purchaser shall not have the right to terminate this Agreement due to such New Information, but shall have the right (if any) to make a Claim pursuant to Section 6.3 of this Agreement. If any Subsequent Property Information is delivered by posting to the Data Site, the Vendor shall deliver notice thereof to the Purchaser and the Purchaser’s Solicitors on the date such Subsequent Property Information is posted, which notice may be sent by e-mail or overnight courier.

Subsequent Deliveries. In the event that the Vendor (i) receives additional documents Any documentation or other information in the nature of the Property Information provided to SmartStop pursuant to Section 4.1 may be amended or receives documents that would amend or supplement the Property Information which, in each case, existed prior to the Purchaser’s Condition Date, or (ii) becomes aware of an inadvertent failure supplemented by the Vendor to provide any Property Information in accordance with Section 2.2, the Vendor shall promptly (but in no event more than two (2) Business Days after receipt or knowledge thereof) deliver the same to the Purchaser Smart as provided in Section 2.2 (“Subsequent Property Information”) necessary from time to time until and including up to the Purchaser’s Condition DateCut-Off Time. In the event addition, if Smart becomes aware of a failure to provide any document or other information that Smart is required to provide in accordance with Section 4.1 at any Subsequent Property Information is delivered to Purchaser after 5:00 p.m. central time on the day that is two (2) Business Days prior to Purchaser’s Condition Date, Purchaser’s Condition Date shall be extended by two (2) Business Days. In the event that any Subsequent Property Information is delivered prior to the Purchaser’s Condition Due Diligence Date, then Smart may advise SmartStop in writing of such failure and deliver such information to SmartStop at any time prior to the Purchaser’s sole remedy Cut-Off Time. Without derogating from the first sentence of Section 4.3(c), if SmartStop delivers the Satisfaction Notice pursuant to Section 4.3 prior to the Due Diligence Date, SmartStop shall be deemed to terminate this Agreement have accepted for all purposes all matters which have been Disclosed to SmartStop before the Cut-Off Time; provided that, if, within fifteen (15) days prior to the expiry of the Cut-Off Time, SmartStop receives any such amendment or supplement to the Due Diligence Deliveries, or any other documents or information which Smart has failed to deliver in accordance with Section 4.1 (collectively, “Additional Information”), and SmartStop determines, acting reasonably, that due to the materiality and/or volume of such Additional Information it requires additional time to complete its Due Diligence in respect of such Additional Information, then provided that SmartStop delivers the Satisfaction Notice pursuant to Section 4.3 on or prior to the Purchaser’s Condition Date. If, following the Purchaser’s Condition originally scheduled Due Diligence Date, the Vendor delivers to the Purchaser any Subsequent Property Information, and such Subsequent Property Information discloses to the Purchaser information that the Purchaser was not previously aware SmartStop shall have a further right of due diligence (“New InformationAdditional Due Diligence”) in respect of such Additional Information only by providing Smart with written notice (the “Extension Notice”) of its intention to extend the Due Diligence Date by a reasonable period of time up to an additional twenty (20) days (the “Extended Due Diligence Date”), and upon delivery of such New Extension Notice, the Due Diligence Date with respect to such Additional Information only shall be extended accordingly. If SmartStop delivers the Extension Notice in accordance with this Section 4.7: (i) SmartStop shall be entitled, on or before the Extended Due Diligence Date, in its Sole Discretion, to determine whether it is satisfied with the contents of the Additional Information and the results of its Additional Due Diligence; (ii) SmartStop shall be deemed not to be satisfied with the results of such Additional Due Diligence unless it delivers to Smart on or before the Extended Due Diligence Date a written notice (the “Additional Satisfaction Notice”) stating that it is satisfied in a Material Value Reduction its Sole Discretion with the results of the aforesaid matters; and (iii) if SmartStop fails to give Smart the Additional Satisfaction Notice by such New Information being “Material Adverse New Information”)time, then the Purchaser shall have the right to terminate this Agreement no later than three (3) full Business Days after the delivery of any such Material Adverse New Information to the Purchaser by Notice to the Vendor, in which event, if the Purchaser gives the Vendor Notice that the Purchaser exercises its right to terminate, this Agreement shall terminateterminate automatically at such time and, the Purchaser upon such termination, SmartStop and the Vendor Smart shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement), ) and the Deposit then being held and the all interest earned accrued thereon shall be returned to dealt with in accordance with Section 5.2. If: (i) any representation or warranty of Smart in this Agreement (other than the PurchaserFundamental Representations) is incorrect or inaccurate but SmartStop has received written notice from Smart or its representatives before the Cut-Off Time; and/or (ii) before the Cut-Off Time, subject to Section 2.4(b), and the Vendor shall reimburse the Purchaser for Purchaser’s Expenses, which obligations SmartStop otherwise becomes aware of the Vendor matter which causes such representation or warranty to be incorrect or inaccurate, then, in each case, such representation and warranty shall survive the termination of this Agreement. If, following the Purchaser’s Condition Date, the Vendor delivers New Information be deemed to the Purchaser which New Information does not result in a Material Value Reduction, the Purchaser shall not have the right to terminate this Agreement due been qualified by reference to such New Information, but shall have the right (if any) to make a Claim pursuant to Section 6.3 of this Agreement. If any Subsequent Property Information is delivered by posting to the Data Site, the Vendor shall deliver notice thereof to the Purchaser and the Purchaser’s Solicitors on the date such Subsequent Property Information is posted, which notice may be sent by e-mail or overnight couriermatter.

Subsequent Deliveries. In the event that Any documentation or other information provided by the Vendor (i) receives additional documents to the Purchaser pursuant to Section 2.2 or otherwise may, on written Notice to the Purchaser be amended or supplemented by the Vendor as necessary from time to time until and including the third Business Day prior to the Purchaser’s Condition Date. In addition, if the Vendor becomes aware of an inadvertent failure to provide any document or other information that it is required to provide in accordance with Section 2.2 it may, at any time prior to and including the nature of the Property Information or receives documents that would amend or supplement the Property Information which, in each case, existed third Business Day prior to the Purchaser’s Condition Date, or (ii) becomes aware on written Notice to the Purchaser, advise the Purchaser of an inadvertent such failure by the Vendor to provide any Property Information in accordance with Section 2.2, the Vendor shall promptly (but in no event more than two (2) Business Days after receipt or knowledge thereof) and deliver the same such information to the Purchaser as provided in Section 2.2 (“Subsequent Property Information”) from at any time thereafter prior to time until and including up to the Purchaser’s Condition Date. In the event that any Subsequent Property Information is delivered to Purchaser after 5:00 p.m. central time on the day that is two (2) third Business Days prior to Purchaser’s Condition Date, Purchaser’s Condition Date shall be extended by two (2) Business Days. In the event that any Subsequent Property Information is delivered Day prior to the Purchaser’s Condition Date, then which Notice shall be accompanied by an amended Disclosure List and the Purchaser shall have no remedy, nor shall there be any alteration to the Purchaser’s rights or remedies under this Agreement or at law in respect of such delivery. In the event that the document or information is material and is delivered after the third Business Day prior to the Purchaser’s Condition Date, the Purchaser’s sole remedy shall be to terminate this Agreement on or prior to the Purchaser’s Condition Date. If, following the Purchaser’s Condition Date, the Vendor delivers to the Purchaser any Subsequent Property Information, and such Subsequent Property Information discloses to the Purchaser information that the Purchaser was not previously aware of (“New Information”), and such New Information results in a Material Value Reduction (such New Information being “Material Adverse New Information”), then the Purchaser shall have the right to terminate this Agreement no later than three (3) full Business Days after the delivery of any such Material Adverse New Information document or information to the Purchaser by Notice to the Vendor, in which event, if latter event the Purchaser gives the Vendor Notice that the Purchaser exercises its right to terminate, this Agreement shall terminate, terminate and the Purchaser and the Vendor shall be released from all obligations under this Agreement (except those obligations which are stated to survive the termination of this Agreement), Closing) and the Deposit and the interest earned thereon shall be returned to the Purchaser, subject to Section 2.4(b), and the Vendor . The Purchaser shall reimburse the Purchaser for Purchaser’s Expenses, which obligations have no other remedy in respect of late delivery of the Vendor shall survive the termination of Property Information except as set out in this Agreement. IfSection 2.7, following but without prejudice to the Purchaser’s Condition Date, the Vendor delivers New Information to the Purchaser which New Information does not result rights and remedies under Sections 4.2 and 6.3 in a Material Value Reduction, the Purchaser shall not have the right to terminate this Agreement due to respect of issues with such New Information, but shall have the right (if any) to make a Claim pursuant to Section 6.3 documents or information other than in respect of this Agreement. If any Subsequent Property Information is delivered by posting to the Data Site, the Vendor shall deliver notice thereof to the Purchaser and the Purchaser’s Solicitors on the date such Subsequent Property Information is posted, which notice may be sent by e-mail or overnight courierits late delivery.