Common use of Due Diligence/Termination Right Clause in Contracts

Due Diligence/Termination Right. Purchaser shall have through 5:00 p.m. Dallas, Texas time on the last day of the Inspection Period in which to (a) examine, inspect, and investigate the Property Information and the Additional Property Information (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 for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the “Due Diligence Termination Notice”) prior to 5:00 p.m. Dallas, Texas time on the last day of the Inspection Period. In the event that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “Hazardous Materials Condition”), then Purchaser shall be entitled to terminate this Agreement upon written notice to Seller delivered prior to the expiration of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 above. If Purchaser does not timely give a Due Diligence Termination Notice or an Environmental Termination Notice, this 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 4.4, and 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 Property that it considers important.

Due Diligence/Termination Right. Purchaser Upon mutual execution of this Contract, Buyer shall have through 5:00 p.m. Dallasthe right (i) to survey, Texas time on the last day inspect and investigate all aspects of the Inspection Period in which to (aProperty, including, without limitation, environmental and physical inspection(s) examineof the Property, inspectzoning and development review, and investigate valuation, approval of the condition of the Property Information (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 Additional Property Information (collectively, Board Special Committee may be withheld in the “Property Documents”) and the Property and, in Purchaser’s sole and absolute judgment and exercise of their discretion, determine whether the Property is acceptable to Purchaser, (b) obtain all necessary internal approvals, and (ciii) satisfy to verify the availability of all consents, funds, financing, permits, approvals and/or other contingencies 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 Purchaserthe Property. Notwithstanding anything 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 contrary Property as provided in this AgreementArticle IV, Purchaser 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 Agreement for any reason or no reason Contract by giving written notice of termination to Seller and Escrow Agent (before the “end of the Due Diligence Termination Notice”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) prior to 5:00 p.m. Dallas, Texas time on the last day days of the Inspection Perioddate 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 that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “Hazardous Materials Condition”)Buyer terminates this Contract as provided in this Section 5.3, then Purchaser Buyer shall be entitled to terminate this Agreement upon written notice deliver to Seller delivered prior to copies of all surveys, reports, reviews, appraisals, and valuations obtained by Buyer during the expiration of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 above. If Purchaser does not timely give a Due Diligence Termination Notice or an Environmental Termination Notice, this 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 4.4, and 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 Property that it considers importantPeriod.

Due Diligence/Termination Right. Purchaser shall have through 5:00 p.m. DallasOrlando, Texas Florida time on the last day of the Inspection Period in which to (a) examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “"Property Documents”") and the Property and, in Purchaser’s '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 for any reason or no reason by giving written notice of termination to Seller Sellers and Escrow Agent (the “"Due Diligence Termination Notice”") prior to 5:00 p.m. DallasOrlando, Texas Florida time on the last day of the Inspection Period. In the event that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “"Hazardous Materials Condition”"), then Purchaser Sellers shall be entitled to terminate this Agreement upon written notice to Seller Purchaser delivered prior to the expiration of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 above. If If, in Purchaser’s sole and absolute discretion, Purchaser does not timely determines that it desires to consummate the purchase of the Property contemplated hereby, then Purchaser will give a Due Diligence Termination Notice or an Environmental Termination written notice thereof (the “Closing Notice”) to Sellers, prior to the expiration of the Inspection Period. In the event that Purchaser provides Sellers with the Closing Notice, this Agreement shall continue in full force and effect, then Purchaser shall will be deemed to have waived its right to terminate this Agreement pursuant to termination rights under this Section 4.4, and Purchaser shall be deemed the parties will proceed to have acknowledged that it has received or had access Closing, subject to all Property Documents other terms and conducted all inspections and tests conditions of this Agreement. If Purchaser does not give Sellers the Closing Notice prior to the expiration of the Property that it considers important.Inspection Period and has not previously delivered the Due Diligence Termination Notice, then this Agreement automatically shall terminate upon the expiration of the Inspection Period, and, in such event, immediately following written request to the Escrow Agent from Purchaser, the Escrow Agent shall return all of the Xxxxxxx Money to Purchaser, without the consent or joinder of Sellers being required and notwithstanding any contrary instructions which might be provided by Sellers, and neither party shall have any further rights or obligations hereunder except as otherwise provided herein..

Due Diligence/Termination Right. Purchaser shall have through 5:00 p.m. DallasOrlando, Texas Florida time on the last day of the Inspection Period in which to (a) examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “"Property Documents”") and the Property and, in Purchaser’s '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 for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the “"Due Diligence Termination Notice”") prior to 5:00 p.m. DallasOrlando, Texas Florida time on the last day of the Inspection Period. In the event that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “"Hazardous Materials Condition”"), then Purchaser Seller shall be entitled to terminate this Agreement upon written notice to Seller Purchaser delivered prior to the expiration of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 above. If If, in Purchaser’s sole and absolute discretion, Purchaser does not timely determines that it desires to consummate the purchase of the Property contemplated hereby, then Purchaser will give a Due Diligence Termination Notice or an Environmental Termination written notice thereof (the “Closing Notice”) to Seller, prior to the expiration of the Inspection Period. In the event that Purchaser provides Seller with the Closing Notice, this Agreement shall continue in full force and effect, then Purchaser shall will be deemed to have waived its right to terminate this Agreement pursuant to termination rights under this Section 4.4, and Purchaser shall be deemed the parties will proceed to have acknowledged that it has received or had access Closing, subject to all Property Documents other terms and conducted all inspections and tests conditions of this Agreement. If Purchaser does not give Seller the Closing Notice prior to the expiration of the Property that it considers important.Inspection Period and has not previously delivered the Due Diligence Termination Notice, then this Agreement automatically shall terminate upon the expiration of the Inspection Period, and, in such event, immediately following written request to the Escrow Agent from Purchaser, the Escrow Agent shall return all of the Xxxxxxx Money to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except as otherwise provided herein..

Due Diligence/Termination Right. Purchaser shall have through 5:00 p.m. Dallas, Texas time on the last day of the Inspection Period in which to (a) examine, inspect, and investigate the Property Information and any other information provided by Seller in connection with the Additional 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 Termination Notice”) prior on or before the last day of the Inspection Period, or (2) due to 5:00 p.m. Dallas, Texas time a Material Environmental Defect by giving written notice of such termination to Seller and Escrow Agent (the “Environmental Termination Notice”) on or before the last day of the Inspection Period. In the event that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “Hazardous Materials Condition”), then Purchaser shall be entitled to terminate this Agreement upon written notice to Seller delivered prior to the expiration of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 above. If Purchaser does not timely give a Due Diligence Termination Notice or an Environmental Termination Notice, this 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 4.44.3, Purchaser shall be deemed to have knowledge of all information contained in the Property Documents and in any report or other diligence prepared by or on behalf of Purchaser and 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 Property that it considers important. As used herein, a “Material Environmental Defect” means the documented existence of any environmental condition upon the Property which is substantiated in a final phase one environmental assessment report obtained by Purchaser and prepared by a licensed environmental consultant that is not disclosed in the Property Documents and the cost of remediation therefor exceeds $250,000.00 and for which Seller is unwilling or unable to give Purchaser a credit in cash at Closing.

Due Diligence/Termination Right. Purchaser shall have through until 5:00 p.m. Dallas, Texas eastern time on the last day of the Inspection Period in which to (a) examine, inspect, and investigate the Property Information and the Additional Property Information (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 for any reason or no reason at all by giving sending written notice of termination thereof to Seller and Escrow Agent (on or before the “Due Diligence Termination Notice”) prior to 5:00 p.m. Dallas, Texas eastern time on the last day of the Inspection Period. In the event that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “Hazardous Materials Condition”)addition, then Purchaser shall be entitled deemed to have accepted the Property and elected to proceed to Closing under this Agreement unless Purchaser delivers to Seller written notice of Purchaser’s election to terminate this Agreement upon written notice to Seller delivered prior to (the expiration “Due Diligence Termination Notice“) on or before 5:00 p.m. eastern time on the last day of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 abovePeriod. If Unless Purchaser does not timely give delivers a Due Diligence Termination Notice or an Environmental Termination Noticepursuant to this Section 4.3, then upon expiration of the Inspection Period, this Agreement shall continue in full force and effect, and Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.44.3. In the event Purchaser timely delivers a Due Diligence Termination Notice pursuant to this Section 4.3, and Purchaser the Xxxxxxx Money shall be deemed returned to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers importantPurchaser.