Common use of Due Diligence/Termination Right Clause in Contracts

Due Diligence/Termination Right. Upon mutual execution of this Contract, Buyer shall have the right (i) to survey, inspect and investigate all aspects of the Property, including, without limitation, environmental and physical inspection(s) of the Property, zoning and development review, valuation, approval of the condition of the Property (the “Due Diligence Inspections”), (ii) to obtain the approval of all aspects of this transaction by Buyer and a special independent committee of the board of directors of Nu Skin Enterprises, Inc. (the “Board Special Committee”), which approval of Buyer and the Board Special Committee may be withheld in the exercise of their discretion, and (iii) to verify the availability of all consents, funds, financing, permits, approvals and/or other matters requiring the Board’s or third-party consent or approval necessary or deemed desirable by Buyer in connection with its planned acquisition, development and/or use of the Property. Buyer shall be allowed twenty (20) days from the date of this Contract (the “Due Diligence Period”) to review the Property Information, review Seller’s title to the Property as provided in Article IV, perform the Due Diligence Inspections and satisfy its due diligence concerns. If Buyer determines, in its sole but commercially reasonable opinion, that such due diligence matters are not acceptable to Buyer, Buyer may terminate this Contract by giving written notice of termination to Seller before the end of the Due Diligence Period, and identify to Seller the due diligence inspection information upon which Buyer’s determination is based. Buyer may also terminate this Contract by giving written notice of termination to Seller at any time within twenty (20) days of the date hereof in the event the Board Special Committee fails to approve the transaction, which approval may be withheld in the exercise of its discretion. Buyer and its agents and consultants shall be permitted reasonable access to the Property to perform the Due Diligence Inspections and shall hold Seller harmless from any physical condition of the Property and from any claim, loss or liability caused by Buyer or such agent or consultant to the extent arising from said inspections; provided, such indemnification shall not include any pre-existing condition of the Property except to the extent exacerbated by such entry. Buyer shall promptly repair any damage caused to the Property by Buyer’s Due Diligence Inspections. In the event Buyer terminates this Contract as provided in this Section 5.3, Buyer shall deliver to Seller copies of all surveys, reports, reviews, appraisals, and valuations obtained by Buyer during the Due Diligence Period. 5.4

Due Diligence/Termination Right. Upon mutual execution of this Contract, Buyer shall have the right (i) to survey, inspect and investigate all aspects of the Property, including, without limitation, environmental and physical inspection(s) of the Property, zoning and development review, valuation, approval of the condition of the Property (the “Due Diligence Inspections”), (ii) to obtain the approval of all aspects of this transaction by Buyer and a special independent committee of the Buyer’s board of directors of Nu Skin Enterprises, Inc. (the “Board Special Committee”), which approval of Buyer and the Board Special Committee may be withheld in the exercise of their discretion, and (iii) to verify the availability of all consents, funds, financing, permits, approvals and/or other matters requiring the Board’s or third-party consent or approval necessary or deemed desirable by Buyer in connection with its planned acquisition, development and/or use of the Property. Buyer shall be allowed twenty (20) days from the date of this Contract (the “Due Diligence Period”) to review the Property Information, review Seller’s title to the Property as provided in Article IV, perform the Due Diligence Inspections and satisfy its due diligence concerns. If Buyer determines, in its sole but commercially reasonable opinion, that such due diligence matters are not acceptable to Buyer, Buyer may terminate this Contract by giving written notice of termination to Seller before the end of the Due Diligence Period, and identify to Seller the due diligence inspection information upon which Buyer’s determination is based. Buyer may also terminate this Contract by giving written notice of termination to Seller at any time within twenty (20) days of the date hereof in the event the Board Special Committee fails to approve the transaction, which approval may be withheld in the exercise of its discretion. Buyer and its agents and consultants shall be permitted reasonable access to the Property to perform the Due Diligence Inspections and shall hold Seller harmless from any physical condition of the Property and from any claim, loss or liability caused by Buyer or such agent or consultant to the extent arising from said inspections; provided, such indemnification shall not include any pre-existing condition of the Property except to the extent exacerbated by such entry. Buyer shall promptly repair any damage caused to the Property by Buyer’s Due Diligence Inspections. In the event Buyer terminates this Contract as provided in this Section 5.3, Buyer shall deliver to Seller copies of all surveys, reports, reviews, appraisals, and valuations obtained by Buyer during the Due Diligence Period. 5.4.

Due Diligence/Termination Right. Upon mutual execution of this Contract, Buyer Purchaser shall have through the right last day of the Inspection Period in which to (i) to surveyexamine, inspect inspect, and investigate all aspects of the Property, including, without limitation, environmental and physical inspection(s) of the Property, zoning and development review, valuation, approval of the condition of the Property Information and the Additional Property Information (collectively, the “Due Diligence Inspections”)"Property Documents") and the Property and, in Purchaser's sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (ii) to notify Seller of any title or survey objections as described in Section 5.3 herein, (iii) obtain the approval of all aspects of this transaction by Buyer and a special independent committee of the board of directors of Nu Skin Enterprises, Inc. (the “Board Special Committee”), which approval of Buyer and the Board Special Committee may be withheld in the exercise of their discretionnecessary internal approvals, and (iiiiv) to verify the availability satisfy all other contingencies of all consents, funds, financing, permits, approvals and/or other matters requiring the Board’s or third-party consent or approval necessary or deemed desirable by Buyer in connection with its planned acquisition, development and/or use of the PropertyPurchaser. Buyer shall be allowed twenty (20) days from the date of this Contract (the “Due Diligence Period”) to review the Property Information, review Seller’s title Notwithstanding anything to the Property as provided contrary in Article IVthis Agreement, perform the Due Diligence Inspections and satisfy its due diligence concerns. If Buyer determines, in its sole but commercially reasonable opinion, that such due diligence matters are not acceptable to Buyer, Buyer Purchaser may terminate this Contract Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the "Due Diligence Termination Notice") on or before the end last day of the Inspection Period. If the Due Diligence Period, Termination Notice sent by Purchaser is either for the reason (i) Purchaser’s environmental inspections and identify tests conducted during the Inspection Period discloses material environmental contamination or other environmental concerns which are unacceptable to Seller the due diligence inspection information upon which Buyer’s determination is based. Buyer may also terminate this Contract by giving written notice of termination to Seller at any time within twenty (20) days of the date hereof Purchaser in the event the Board Special Committee fails to approve the transaction, which approval may be withheld in the exercise of its discretion. Buyer good faith judgment; or (ii) Purchaser has given notice to Seller of objections to title and its agents survey for a Property pursuant to Section 5.3 which are material and consultants Seller fails or refuses to cure such title and survey objections pursuant to Section 5.3 herein, Purchaser shall be permitted reasonable access entitled to the Property to perform the Due Diligence Inspections and shall hold Seller harmless return from any physical condition Escrow Agent of the Property and from any claim, loss or liability caused by Buyer or such agent or consultant to Initial Deposit less the extent arising from said inspections; provided, such indemnification shall not include any preNon-existing condition of the Property except to the extent exacerbated by such entry. Buyer shall promptly repair any damage caused to the Property by Buyer’s Due Diligence InspectionsRefundable Amount. In the event Buyer terminates Purchaser sends Seller a Due Diligence Termination Notice for any other reason, Escrow Agent shall pay the Initial Deposit (less the Non-Refundable Amounts which Seller has in its possession) to Seller. If Purchaser does not give a Due Diligence Termination Notice, this Contract as provided Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 5.3, Buyer shall deliver to Seller copies of all surveys, reports, reviews, appraisals4.5, and valuations obtained by Buyer during Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Due Diligence Period. 5.4Property that it considers important.

Due Diligence/Termination Right. Upon mutual execution of this Contract, Buyer PRLP shall have the right (i) to survey, inspect and investigate all aspects at any time on or before the expiration of the Property, including, without limitation, environmental and physical inspection(s) of the Property, zoning and development review, valuation, approval of the condition of the Property Due Diligence Period (the “Due Diligence Inspections”), (ii) to obtain the approval of all aspects of this transaction by Buyer and a special independent committee of the board of directors of Nu Skin Enterprises, Inc. (the “Board Special Committee”), which approval of Buyer and the Board Special Committee may be withheld in the exercise of their discretion, and (iii) to verify the availability of all consents, funds, financing, permits, approvals and/or other matters requiring the Board’s or third-party consent or approval necessary or deemed desirable by Buyer in connection with its planned acquisition, development and/or use of the Property. Buyer shall be allowed twenty (20) days from the date of this Contract (the “Due Diligence PeriodTermination Date”) to review the Property Information, review Sellerat PRLP’s title to the Property as provided in Article IV, perform the Due Diligence Inspections and satisfy its due diligence concerns. If Buyer determineselection, in its sole but commercially reasonable opinionand absolute discretion, to terminate this Agreement with respect to any Property if PRLP determines in good faith that all or any portion of such due diligence matters are Property (each such Property, an “Objectionable Property”) is not acceptable to BuyerPRLP; provided, Buyer may terminate this Contract by giving that, promptly upon such determination, PRLP shall deliver to Landmark a written notice of termination (“Property Objection Notice”) identifying the Objectionable Property and any conditions, deficiencies or matters which PRLP deems unacceptable (collectively, the “Property Objections”), and, for thirty (30) days following the Property Objection Notice, the Parties shall cooperate in good faith to Seller before cure and resolve, at no cost to Landmark (unless Landmark, in its sole and absolute discretion, elects to cover the end cost to cure and resolve such Property Objections or to provide a credit in the amount of the Due Diligence Periodcost to cure and resolve such Property Objections against the Allocated Transaction Value for the applicable Property at Closing), and identify to Seller the due diligence inspection information upon which Buyer’s determination is based. Buyer may also terminate this Contract by giving written notice of termination to Seller at any time within twenty (20) days of the date hereof in the event the Board Special Committee fails to approve the transaction, which approval may be withheld in the exercise of its discretion. Buyer and its agents and consultants shall be permitted reasonable access to the Property Objections that are capable of cure or resolution, in each case to perform PRLP’s reasonable satisfaction; provided, further, that if the Due Diligence Inspections and shall hold Seller harmless from any physical condition Parties are unable to resolve all of the Property Objections to PRLP’s reasonable satisfaction within thirty (30) days following the Property Objection Notice, PRLP shall have the right to terminate this Agreement, at PRLP’s election and from any claimin its sole and absolute discretion, loss or liability caused by Buyer or such agent or consultant as to the extent arising from said inspections; providedObjectionable Property (but not as to any other Property), such indemnification in which event the Allocated Deposit for the Objectionable Property shall not include any prebe returned to PRLP, the Objectionable Property shall be designated as a Kick-existing condition of Out Property, and the Property except Parties shall have no further obligations or liabilities under this Agreement with respect to the extent exacerbated by such entry. Buyer shall promptly repair any damage caused to Objectionable Property only (other than the Property by Buyer’s Due Diligence InspectionsSurviving Obligations). In the event Buyer terminates this Contract as provided in this Section 5.3, Buyer shall that PRLP fails to deliver a written notice to Seller copies of all surveys, reports, reviews, appraisals, Landmark and valuations obtained by Buyer during Escrow Agent waiving its termination right hereunder on or before the Due Diligence Period. 5.4Termination Date, then PRLP shall be deemed to have waived its right to terminate this Agreement under this Section 5.5 and the Parties shall proceed to Closing.

Due Diligence/Termination Right. Upon mutual execution of this Contract, Buyer Purchaser shall have through the right last day of the Inspection Period in which to (ia) to surveyexamine, inspect inspect, and investigate all aspects of the Property, including, without limitation, environmental and physical inspection(s) of the Property, zoning and development review, valuation, approval of the condition of the Property Information and any other information provided by Seller in connection with the transactions contemplated by this Agreement (including any notes, memoranda, summaries, analyses, compilations, and other writings relating to the Property Information or based on the Property Information prepared by or on behalf of Purchaser, collectively, the “Property Documents”) and the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (b) obtain all necessary internal approvals, and (c) satisfy all other contingencies of Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement (1) for any reason or no reason by giving written notice of such termination to Seller and Escrow Agent (the “Due Diligence InspectionsTermination Notice”), (ii) to obtain on or before the approval of all aspects of this transaction by Buyer and a special independent committee last day of the board of directors of Nu Skin EnterprisesInspection Period, Inc. or (the “Board Special Committee”), which approval of Buyer and the Board Special Committee may be withheld in the exercise of their discretion, and (iii2) due to verify the availability of all consents, funds, financing, permits, approvals and/or other matters requiring the Board’s or third-party consent or approval necessary or deemed desirable by Buyer in connection with its planned acquisition, development and/or use of the Property. Buyer shall be allowed twenty (20) days from the date of this Contract (the “Due Diligence Period”) to review the Property Information, review Seller’s title to the Property as provided in Article IV, perform the Due Diligence Inspections and satisfy its due diligence concerns. If Buyer determines, in its sole but commercially reasonable opinion, that such due diligence matters are not acceptable to Buyer, Buyer may terminate this Contract a Material Environmental Defect by giving written notice of such termination to Seller and Escrow Agent (the “Environmental Termination Notice”) on or before the end last day of the Inspection Period. If Purchaser does not give a Due Diligence PeriodTermination Notice or an Environmental Termination Notice, this Agreement shall continue in full force and identify effect, Purchaser shall be deemed to Seller the due diligence inspection information upon which Buyer’s determination is based. Buyer may also have waived its right to terminate this Contract by giving written notice Agreement pursuant to this Section 4.3, Purchaser shall be deemed to have knowledge of termination to Seller at any time within twenty (20) days of the date hereof all information contained in the event the Board Special Committee fails to approve the transaction, which approval may be withheld Property Documents and in the exercise any report or other diligence prepared by or on behalf of its discretion. Buyer Purchaser and its agents and consultants Purchaser shall be permitted reasonable deemed to have acknowledged that it has received or had access to the all Property to perform the Due Diligence Inspections Documents and shall hold Seller harmless from any physical condition conducted all inspections and tests of the Property and from that it considers important. As used herein, a “Material Environmental Defect” means the documented existence of any claim, loss or liability caused by Buyer or such agent or consultant to the extent arising from said inspections; provided, such indemnification shall not include any pre-existing environmental condition of upon the Property except to the extent exacerbated which is substantiated in a final phase one environmental assessment report obtained by such entry. Buyer shall promptly repair any damage caused to Purchaser and prepared by a licensed environmental consultant that is not disclosed in the Property by Buyer’s Due Diligence Inspections. In Documents and the event Buyer terminates this Contract as provided cost of remediation therefor exceeds $250,000.00 and for which Seller is unwilling or unable to give Purchaser a credit in this Section 5.3, Buyer shall deliver to Seller copies of all surveys, reports, reviews, appraisals, and valuations obtained by Buyer during the Due Diligence Period. 5.4cash at Closing.

Due Diligence/Termination Right. Upon mutual execution of this Contract, Buyer shall have the right (i) to survey, inspect and investigate all aspects of the Property, including, without limitation, environmental and physical inspection(s) of the Property, zoning and development review, valuation, approval of the condition of the Property (the “Due Diligence Inspections”), (ii) to obtain the approval of all aspects of this transaction by Buyer and a special independent committee of the board of directors of Nu Skin Enterprises, Inc. (the “Board Special Committee”), which approval of Buyer and the Board Special Committee may be withheld in the exercise of their discretion, and (iii) to verify the availability of all consents, funds, financing, permits, approvals and/or other matters requiring the Board’s or third-party consent or approval necessary or deemed desirable by Buyer in connection with its planned acquisition, development and/or use of the Property. Buyer shall be allowed twenty (20) days from the date of this Contract (the “Due Diligence Period”) to review the Property Information, review Seller’s title to the Property as provided in Article IV, perform the Due Diligence Inspections and satisfy its due diligence concerns. If Buyer determines, in its sole but commercially reasonable opinion, that such due diligence matters are not acceptable to Buyer, Buyer may terminate this Contract by giving written notice of termination to Seller before the end of the Due Diligence Period, and identify to Seller the due diligence inspection information upon which Buyer’s determination is based. Buyer may also terminate this Contract by giving written notice of termination to Seller at any time within twenty (20) days of the date hereof in the event the Board Special Committee fails to approve the transaction, which approval may be withheld in the exercise of its discretion. Buyer and its agents and consultants shall be permitted reasonable access to the Property to perform the Due Diligence Inspections and shall hold Seller harmless from any physical condition of the Property and from any claim, loss or liability caused by Buyer or such agent or consultant to the extent arising from said inspections; provided, such indemnification shall not include any pre-existing condition of the Property except to the extent exacerbated by such entry. Buyer shall promptly repair any damage caused to the Property by Buyer’s Due Diligence Inspections. In the event Buyer terminates this Contract as provided in this Section 5.3, Buyer shall deliver to Seller copies of all surveys, reports, reviews, appraisals, and valuations obtained by Buyer during the Due Diligence Period. 5.4.