REAL ESTATE PURCHASE AND SALE AGREEMENT

Property:          Parking Lot  249 W 100 S                                                           

Distribution Center  1325 S 275 E                                                 

Annex A  1085 S 250 E                                                                

This REAL ESTATE PURCHASE AND SALE AGREEMENT (the “ Contract ”), dated as of December 30, 2010, is made and entered into between ASPEN COUNTRY, LLCa Utah limited liability company , as seller (“ Seller ”) and NU SKIN INTERNATIONAL, INC., a Utah corporation , as purchaser (“ Buyer ”).

A.           Seller owns certain real property in Utah County, Utah, consisting of the following parcels (together with all buildings and improvements situated thereon, collectively the “ Parcels ” and each individually and generically a “ Parcel ”):

Parking Lot                            249 W 100 S                                   

Distribution Center              1325 S 275 E                                           

Annex A                                1085 S 250 E                                           

Each of the foregoing together with all rights, easements and interests appurtenant thereto and the property and interests associated therewith are more particularly described in Section 1.1(m) below (the “ Property ”).  The legal description of such real property is set forth on Exhibit 1 to this Contract.

B.           Buyer occupies the Property pursuant to a Master Lease Agreement (the “ Aspen Master Lease ”) between Buyer and Seller dated January 16, 2003 and made effective as of July 1, 2001, as previously amended and extended, that will be terminated by agreement between Seller and Buyer on the Closing Date pursuant to Section 5.6 below.

C.           Seller wishes to sell the Property to Buyer, and Buyer wishes to buy the Property from Seller, on the terms and conditions set forth in this Contract.

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of the mutual covenants and agreements set forth, the parties agree as follows:

1.1   Definitions .   As used herein, the following terms shall have the meanings given:

(a)   “ Business Day ” means any Monday through Friday on which business is transacted by federal banks in the state of Utah.

(b)   “ Buyer’s Affiliates ” means Nu Skin Enterprises, Inc., a Delaware corporation; NSE Products, Inc., a Delaware corporation; Nu Skin Enterprises United States, Inc., a Delaware corporation; Nu Skin International Management Group, Inc. and Pharmanex, LLC, a Delaware limited liability company.

(c)   “ Closing ” means the consummation of the purchase of the Property by Buyer from Seller in accordance with the terms and provisions of this Contract.

(d)   “ Closing Date ” means the date on which the Closing occurs.

(e)   “ Due Diligence Inspections ” shall have the meaning set forth in Section 5.3 .

(f)   “ Due Diligence Period ” shall have the meaning set forth in Section 5.2 .

(g)   “ Earnest Money Deposit ” means the deposit by Buyer in the amount specified in Section 3.2 .

(h)   “ Effective Date ” means the date on which a counterpart of this Contract has been fully executed and delivered by both Buyer and Seller.

(i)   “ Escrow Holder ” means First American Title Insurance Company , as escrow agent for this transaction, whose address is: 578 S. State Street, Orem Utah, 84058, Attention: Terri Murphy .

(j)   “ Income ” shall have the meaning set forth in Section 9.3(a) .

(k)   “ Objections ” shall have the meaning given in Section 4.3 .

(l)   “ Permitted Exceptions ” shall have the meaning given in Section 4.3 .

(m)   “ Property ” means the following:  (i) the land described in Exhibit 1 attached hereto (the “ Land ”) and all easements, rights, and interests appurtenant thereto; (ii) all buildings and all other improvements and fixtures currently situated on the Land (collectively, the “ Improvements ”); (iii) all of Seller’s right, title, and interest in tenant improvements and other tangible property now or hereafter located in or on or used in connection with the Land or in the Improvements; (iv) all of Seller’s rights, title and interest in all leases, licenses and other agreements to use or occupy all or any part of the Land or Improvements (the “ Leases ”) together with (and subject to the manner in which the same are to be prorated under this Contract) all rents, charges, deposits and any other sums due, accrued or to become due thereunder (but subject to Seller’s right to receive a credit at Closing for Income attributable to the time period prior to Closing, pursuant to Section 9.3(a) below), and all guaranties by third parties of any tenant’s obligations under such leases, licenses and other agreements the Property; and (v) all of Seller’s rights, title and interest in all of the following property now or hereafter existing with respect to the Land and/or Improvements (the “ Transferred Assets ”):  (1) all warranties, guaranties, sureties and claims or similar rights in connection with the construction of or equipment, furnishings, furniture and/or fixtures on the Improvements; (2) all plans, specifications, drawings and permits with respect to the Improvements, including such documents related to any remodel of the Improvements, and all construction, engineering, soils, architectural or similar plans, documents and reports related to the Property (the “ Plans and Reports ”); (3) all existing service and maintenance contracts entered into by Seller relating to the Property (the “ Service Contracts ”) and equipment leases related to the Property entered into by Seller (the “ Equipment Leases ”); (4) all licenses, permits, approvals, certificates of occupancy, entitlements or other rights or authorizations related to or used in connection with the Property, together with all deposits to governmental authorities relating to the Property; (5) studies, documents, tests, surveys, assessments, audits, appraisals, contracts, contract rights, claims and warranties related to the Property (the “ Property Documents ”); and (6) all of Seller’s rights, if any, to use any names related to the Property.  For clarity, Property does not include artwork located at or on the Improvements owned by any of the members of Seller.

(n)   “ Property Information ” shall have the meaning given in Section 5.1 .

(o)   “ Purchase Price ” means the total consideration to be paid by Buyer to Seller for the purchase of the Property, as specified in Section 3.1 .

(p)   “ Scrub Oak Contract ” means a Real Estate Purchase and Sale Agreement satisfactory to Buyer and Scrub Oak, LLC, a Utah limited liability company and affiliate of Seller (“ Scrub Oak ”) wherein Scrub Oak agrees to sell to Buyer and Buyer agrees to purchase the following real properties, together with all improvements thereon, and all rights, easements and interests appurtenant thereto: High Rise located at 75 West Center, Provo, Utah; and the Kress Building located at 40 South 100 West, Provo, Utah (collectively the “ Scrub Oak Properties ”).

(q)   “ Survey ” shall have the meaning specified in Section 4.2 .

(r)   “ Title Commitment ” shall mean that certain Commitment for title Insurance, Amendment No. 3, issued by First American Title Insurance Company, dated October 5, 2010, Order No. 320-5339366, with an Effective Date of December 16, 2010.

(s)   “ Title Company ” means Escrow Holder.

(t)   “ Title Exception ” means any lien, mortgage, security, interest, encumbrance, pledge, assignment, claim, charge, lease, restriction, restrictive covenant, exception, easement (temporary or permanent), right-of-way, encroachment, overlap, or other exception to title that affects the Property.

(u)   “ Title Policy ” shall have the meaning given in Section 4.5 .

(v)   “ Title Review Period ” shall have the meaning given in Section 4.3 .

1.2   Other Defined Terms .   Certain other defined terms shall have the respective meanings assigned to them elsewhere in this Contract.

Seller hereby agrees to sell and convey the Property and assign the Leases and Transferred Assets to Buyer, and Buyer agrees to purchase and acquire the Property from Seller and assume obligations which accrue under the Leases and the Transferred Assets from and after the Closing Date, upon the terms and conditions stated in this Contract.

3.1   Purchase Price, Payment and Allocation .   The Purchase Price to be paid by Buyer to Seller for the Property shall be the sum of TEN MILLION NINE HUNDRED SIX THOUSAND THREE HUNDRED THREE AND 24/100 THS DOLLARS ($10,906,303.24) (the “ Purchase Price ”).  The Purchase Price shall be paid by Buyer to Seller at Closing except to the extent that in Seller’s discretion some portion of the Purchase Price shall be deferred, in which case the portion so deferred shall be paid at Closing in the form of one or more promissory notes of Buyer, as Seller may require, in form attached hereto as Exhibit 8 and incorporated herein by this reference.  The Purchase Price shall be allocated among the Parcels as set forth on the attached Schedule #1 .  Each party shall follow the allocation in any report or filing with any governmental authority (including, without limitation, the state and federal revenue authorities) relating to the allocation of the Purchase Price among the assets purchased from Seller by Buyer pursuant to this Contract.

3.2   Earnest Money Deposit .   Buyer has delivered to Seller a deposit in the amount of NINETY-NINE THOUSAND ONE HUNDRED FORTY-EIGHT AND 21/100 DOLLARS ($99,148.21) (the “ Deposit ”).  THIRTY-THREE THOUSAND FORTY-NINE AND 40/100 DOLLARS ($33,049.40) of the Deposit shall be non-refundable except in the event of a Seller default and shall not be applied against the Purchase Price at Closing. The SIXTY-SIX THOUSAND NINETY-EIGHT AND 81/100 DOLLARS ($66,098.81) balance of the Deposit shall be held by Seller as an earnest money deposit (the “ Earnest Money Deposit ”), applied against the Purchase Price at Closing, and disbursed as provided in this Contract.

3.3             Contingent Consideration .   In addition to the allocation of the Purchase Price to the Parcels, Schedule #1 also contains amounts reflecting the Seller’s opinion of the fair market value of each of the Parcels and the amount of the discount between the share of the Purchase Price allocated to each Parcel and the Seller’s view of fair market value (with respect to each such Parcel) (the “ Discounted Amount ”).  In the event Buyer, on or before the third anniversary date of the Closing Date, enters into a contract to sell any of the Parcels, or more than one of them, in any transaction (excluding asset sales of substantially all of the assets of the Buyer or sales to Buyer Affiliates) and Buyer receives upon closing a net amount of sales proceeds, after deducting all sale and closing expenses, that exceeds the portion of the Purchase Price allocable to such asset on Schedule #1, then Buyer agrees to pay to Seller as contingent consideration an amount equal to the excess of such net sales proceeds received by Buyer for each such sold Parcel up to a maximum amount equal to the Discounted Amount for such sold Parcel.  In the event of any sale of a Parcel to a Buyer Affiliate, the Parcel shall remain subject to this provision until the third anniversary of the Closing Date as if still owned by Buyer, such that a further sale of the Parcel by the Buyer Affiliate shall be treated as a sale by the Buyer.  The obligation to pay the contingent consideration amounts shall be unsecured.

4.1   Title Commitment; Exception Documents .

(a)   Buyer acknowledges that Seller has caused to be furnished to Buyer the Title Commitment issued by the Title Company with respect to the Property.  The Title Commitment sets forth the state of title to the Property, including a list of Title Exceptions affecting the Property.  The Title Commitment contains the express commitment of the Title Company to issue a Title Policy (as hereinafter defined) to Buyer in the amount of the Purchase Price, insuring title to the Property as is specified in the Title Commitment.  In the event any commitment for title insurance is issued by Title Company with respect to the Property which supplements or updates the Title Commitment (a “ Supplemental Commitment ”), Seller shall provide Buyer with the Supplemental Commitment and Buyer shall have the rights to review and approve as set forth in Section 4.3 .

(b)   Buyer acknowledges that Seller has caused to be furnished to Buyer, true, correct and legible copies of all instruments that create or evidence Title Exceptions as reflected in the Title Commitment or any Supplemental Commitment (generically “ Title Exception Documents ”).

4.2   Survey .   Buyer acknowledges that Buyer has obtained ALTA/ACSM   surveys of the Property.  Within the Due Diligence Period specified below, Buyer may arrange, at Buyer’s option and expense, to have performed whatever additional ALTA/ACSM surveys and/or updates on any existing survey, as Buyer may deem desirable (all such surveys are, collectively, the “ Survey ”).

4.3   Review of Title Commitment and Exception Documents .   Buyer has reviewed the Title Commitment and the Survey and objects to the Title Exceptions that are set forth in Exhibit 3 (the “ Objections ”). All other matters shown on the Commitment are approved by Buyer (the “ Permitted Exceptions ”).  Seller shall, within ten (10) days after the date hereof (such 10-day period referred to herein as the “ Cure Period ”) , provide Buyer with written notice of whether Seller will attempt to satisfy any of the Objections, or whether Seller is unwilling to attempt to cure the Objections.  If Seller is unwilling or unable to effect a cure of the Objections, then Buyer may either (i) terminate this Contract by written notice to Seller, or (ii) waive any Objections not cured or removed by Seller and proceed to close with title to the Property as it then is, in which event, the Permitted Exceptions, except as expressly provided herein to the contrary, shall be deemed to include all of the Objections not cured or removed by Seller. Buyer shall have a period of ten (10) days (a “ Supplemental Review Period ”), beginning on the day following the day on which Buyer receives of   any Supplemental Title Commitment and copies of Title Exception Documents relating to Title Exceptions included in the Supplemental Title Commitment which were not included in the Title Commitment or any prior Supplemental Title Commitment, in which to give written notice to Seller specifying Buyer’s objections to one or more of the items shown as Title Exceptions in such Supplemental Title Commitment  (“ Supplemental Objections ”), if any.   Any matters shown on the Title Commitment to which no Objection is made within such 10-day period will be conclusively deemed approved and shall be Permitted Exceptions for all purposes of this Agreement.

4.4   Seller’s Cure of Title Exceptions .   If Buyer timely notifies Seller in writing of any Supplemental Objections, then Seller shall, within five (5) days after Seller’s receipt of Buyer’s notice (such 5-day period referred to herein as the “ Supplemental Cure Period ”) , provide notice to Buyer as to whether Seller will attempt to satisfy, any such Supplemental Objections, or whether Seller is unwilling to attempt to cure the Supplemental Objections.  If Seller is unwilling or unable to effect a cure of such Supplemental Objections and if Buyer is then unwilling to waive such Supplemental Objections, then Buyer may (i) elect to terminate this Contract by written notice to Seller, or (ii) waive any Supplemental Objections not cured or removed by Seller and proceed to close with title to the Property as it then is, in which event, the Permitted Exceptions shall be deemed to include all of the Supplemental Objections not cured or removed by Seller.

4.5   Title Policy .   At the Closing, Seller, at Seller’s sole cost and expense, shall cause a title insurance policy to be furnished to Buyer for the Property (the “ Title Policy ”).  The Title Policy shall   be a standard coverage ALTA owner’s policy of title insurance (subject to Buyer’s right to require that Title Company issue to Buyer an ALTA extended coverage owner’s policy of title insurance and other endorsements and coverages as requested by Buyer, provided that Buyer pays the incremental premium difference between standard coverage and extended coverage), with respect to the real property that is the Property.  The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price of the Property, subject only to Permitted Exceptions.  Seller shall deliver to the Title Company at Closing an ALTA affidavit in the form required by the Title Company and acceptable to Seller to issue “extended coverage” title insurance (“ ALTA Affidavit ”).

5.1   Seller Documents .   Seller shall deliver to Buyer (or make available to Buyer at Seller’s offices at the Property during normal working hours and days, together with the right to copy any and all such items as Buyer deems desirable, at Buyer’s expense), any of the following relating to the Property that Seller has in its possession or control (the “ Property Information ”): (a) the Plans and Reports, (b) the Service Contracts, (c) the Equipment Leases, (c) the Documents; and (d) a written list of any and all warranties or guaranties of which Seller has knowledge relating to the Property or the Improvements and enforceable by the Seller.

5.2   Copying of Seller Documents .   The Property Information is to be organized or segregated by Seller, and provisions will be made for Buyer and/or its agents or designees to access and copy such materials during normal business days and hours throughout its Due Diligence Period. The parties shall coordinate and reasonably cooperate in connection with Buyer's review and copying of the Property Information.

5.3   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 Inspections .   Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to Seller and coordinates with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry.  Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld , if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (the “ Due Diligence Inspections ”).  Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspection, test or other entry onto the Property pursuant to this Contract.

After the end of the Due Diligence Period, Buyer and its agents and contractors shall be granted a continuing right of reasonable access to the Property and the right to examine the Property.  In the course of its activities, Buyer may make inquiries about the Property to third parties, including without limitation, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries.

None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master Lease.

5.5   Continuing Operation by Seller .   From the Effective Date through the Closing, Seller will do the following: (i) maintain the Property substantially in its current condition; (ii) operate the Property reasonably and consistent with Seller’s prior practice and applicable law; (iii) maintain the present policies of property insurance and commercial general liability insurance on the Property; (iv) comply with the requirements of any loans secured by mortgages encumbering the Property and make payments as required under any such loans, and (v) avoid entering into any new lease or Service Contract, or amend or terminate any Service Contract, affecting all or any part of the Property (except for default and except as otherwise provided below for termination of Service Contracts at the Closing that Buyer does not elect to assume), without the prior consent of Buyer (which will not be unreasonably withheld, conditioned or delayed).  Seller will provide to Buyer a true copy of the Service Contracts as part of the Property Information to the extent the Service Contracts are not already in the possession of Buyer.  Buyer will advise Seller in writing during the Due Diligence Period as to the Service Contracts that Buyer wishes to assume at Closing, and Seller will terminate, as of Closing, all other Service Contracts to which Seller is a party that Buyer does not elect to assume.

5.6   Aspen Master Lease .   The parties will terminate the Aspen Master Lease at Closing as to the Property in accordance with a Lease Termination Agreement in the form and content of Exhibit 2 to this Contract.

5.7   Seller and Buyer Cooperation Regarding Land Use .   To the extent required or permitted by applicable law, upon Buyer’s request Seller shall reasonably cooperate with Buyer’s efforts to obtain zone changes, agreements, approvals and permits related to Buyer’s proposed use of the Property; provided that neither the Property nor Seller shall be bound by any such change, agreement, approval or permit before the Closing.

5.8   Cooperation Generally .  Buyer and Seller shall reasonably cooperate with each other to satisfy the conditions of this Article V ; provided that neither Buyer nor Seller shall be required to incur any cost or expense in providing such cooperation to the other party.

5.9   Conditions to Closing .   Closing will be conditioned on (a) Seller’s removal of the Objections and any Supplemental Objections or, if Seller is unwilling or unable to remove the Objections and Supplemental Objections, Buyer’s waiver of the Objections and Supplemental Objections ( Section 4.3 ), (b) Buyer’s review of Seller’s Property Information ( Section 5.3 ), (c) Buyer’s inspection of the physical condition of the Property ( Sections 5.3 and 5.4 ), (d) Buyer’s obtaining any approval required by the Board Special Committee ( Section 5.3 ), which shall be required and may be withheld in the discretion of the Board Special Committee; (e) the parties shall have terminated the Master Lease ( Section 5.6 ); (f) Buyer and Scrub Oak having entered into the Scrub Oak Contract on terms satisfactory to Buyer and Scrub Oak respectively regarding the Scrub Oak Properties and closed the purchase and sale of said properties contemporaneously with the Closing; (pursuant to Sections 8.1(h) and 8.2(h) ); and (g) such other conditions as are set forth in Sections 8.1 and 8.2 hereof (collectively, the " Conditions ").  The Conditions under Sections 5.1, 5.2, 5.3, 5.4, and 5.5 are for the sole benefit of Buyer and may be waived or deemed satisfied in Buyer’s sole discretion.  The Conditions under Sections 5.6 and 5.7 are for the benefit of both Seller and Buyer and may be waived or deemed satisfied only if they both agree.  Buyer and Seller will use reasonable efforts to keep each other informed on the status of satisfaction of the Conditions.

6.1   Representations and Warranties of Seller . In reliance on Buyer’s representations set forth in Article VII , Seller represents and warrants to Buyer as of the Effective Date, and continuing thereafter until the Closing Date, that (as used in this Contract, the terms " knowledge " and " known " will have the meanings provided in Section 14.16 ):

(a)   Ownership of Property .   Seller owns fee simple title to the Property subject to the Title Exceptions;

(b)   Organization Existing and Standing of Seller .   Seller is a limited liability company, duly formed, in good standing and validly existing under the laws of the State of Utah, and qualified to do business and own real property within the State of Utah;

(c)   Seller’s Authority .   Seller has the full right, power, and authority to sell and convey the Property and to carry out Seller’s obligations under this Contract and under any other documents and instruments executed by Seller pursuant hereto, and all requisite actions necessary to authorize Seller to enter into this Contract and to carry out Seller’s obligations hereunder and under any other documents and instruments executed by Seller pursuant hereto have been, or on the Closing Date, will have been, taken;

(d)   Litigation and Claims .   To Seller’s knowledge, there is no litigation (pending   or threatened) that pertains to the Property.  Except as otherwise disclosed to the Buyer as part of the Property Information, the Seller has not received written notice of any claims, actions, suits, or other proceedings pending by any governmental department or agency, or any other entity or person, pertaining to the Property;

(e)   Conflict or Breach .   To Seller’s knowledge, the execution and delivery of this Contract, the consummation of the transaction herein contemplated, and the compliance with the terms of this Contract will not conflict with or, with or without notice or the passage of time, or both, result in a breach of, any applicable contract or governmental requirements pertaining to the Property or in a judgment, order, or decree of any court having jurisdiction over Seller or the Property.

(f)   Absence of Liabilities .   To Seller’s knowledge, other than general property taxes for the year 2010 and other matters shown as Title Exceptions in the Title Commitment, there are no liabilities or obligations related to the Property which the Seller is obligated to satisfy on or before the Closing or any such liabilities and obligations which the Buyer may be obligated to satisfy after the Closing and which arise by, through or under the Seller;

(g)   Hazardous Materials; Environmental Matters .   With respect to the Property, to Seller’s knowledge and except for matters disclosed in the environmental reports and studies that Seller provided as part of the Property Information or that Buyer obtains during the Due Diligence Period, (i) the Property is in material compliance with all applicable federal, state and local laws and regulation relating to environmental contamination, including, without limitation, all laws and regulations governing the generation, use, collection, treatment, storage, transportation, recovery, removal, discharge or disposal of hazardous materials (as defined below) and all laws and regulations with regard to record keeping, notification and reporting requirements respecting hazardous materials (as defined below); (ii) Seller has not caused or authorized, and does not have knowledge of, the presence or release or threat of release of any hazardous material in, on, under, or migrating to or from the Property, or received any notice or other information, whether written or oral from any governmental agency or authority or any other entity or individual, whether governmental or private, concerning or alleging any liability of the Seller or other persons or entities with respect to the environmental condition of the Property or any adjacent property; and (iii) there are no present facts or existing circumstances that could form the basis for the assertion of any claim against Seller or the Property relating to environmental matters, including, without limitation, any claim arising from past or present environmental practices asserted under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“ CERCLA ”), the Resource Conservation and Recovery Act (“ RCRA ”) or any other federal, state or local environmental statute.  For purposes of this paragraph, the term “ hazardous materials ” means materials defined as “hazardous substances”, “hazardous wastes” or “solid wastes” in CERCLA, RCRA or in any similar federal, state or local environmental statute ( provided , that the term “hazardous materials” will not be deemed to include any cleaning products and/or other materials which may be hazardous materials under applicable environmental laws but are customarily used in the operation and maintenance of office and industrial property and are in ordinary quantities and used in accordance with all applicable environmental laws);

(h)   Unrecorded Contracts and Agreements .   To Seller’s knowledge, other than the Service Contracts, and the Equipment Leases, there are no unrecorded contracts entered into by Seller and affecting the Property that will be binding on Buyer as fee owner from and after the Closing.  To Seller’s knowledge, there are no leases, licenses or occupancy agreements entered into by Seller and affecting any of the Property other than the Aspen Master Lease;

(i)   Defects .   Except as otherwise referenced herein, Seller has no knowledge of any existing and material physical or mechanical defects, adverse physical or environmental conditions or other adverse matters not specifically disclosed to Buyer in writing at or before the time of Seller’s delivery of Property Information in the Due Diligence Period;

(j)   Special Proceedings, Notices of Violation .   There is not now pending nor, to Seller’s knowledge, are there any proposed or threatened proceedings for the rezoning of the Property, or any portion thereof, that are known to Seller. Seller has no knowledge of any existing and material violation of any zoning, subdivision, environmental, hazardous waste, building code, health, fire, safety or other law, order, ordinance or regulation relating to the maintenance, operation or use of the Property and has not received any written notice of any such purported violation;

(k)   Compliance with CCR’s, Other Matters .   To Seller’s knowledge, Seller is in compliance with the terms and provisions of any covenants, conditions, restrictions, rights-of-way or easements affecting the Property;

(l)   Agreements with Third Parties .   To Seller’s knowledge, Seller has not entered into any written agreement currently in effect with a third party, including, without limitation, any governmental authority, relating to the Property, and Seller has received no notice and otherwise has no knowledge of any restrictions on the ability of the Seller to develop or expand any portion of the Property in the future, other than (1) as may be set forth in zoning and other applicable laws, ordinances, rules and regulations, and (2) as may exist by operation of any provision of any Title Exception or by virtue of the Aspen Master Lease;

(m)   Service Contracts .   To Seller’s knowledge, and except as may otherwise be disclosed to Buyer at the time of Seller’s delivery of Property Information at the start of the Due Diligence Period, Seller has not entered into any maintenance, fire alarm, inspection, repair, pest control or other service or supply contracts (including, without limitation, janitorial, landscaping, or other service contracts agreements), or equipment rental agreements relating to the Property that could create any obligation or liability on the part of Buyer (as fee owner), after the Closing, other than the Service Contracts (copies of which have been provided or will be provided to Buyer with the Property Information);

(n)   Subsequent Liens .   At the Closing, there will be no outstanding contracts made by Seller for any improvements to the Property that have not been fully paid, and Seller shall cause to be discharged all mechanics’, contractors’ and materialmen’s liens arising from any labor or materials furnished prior to Closing under contracts made by Seller, which pertain to the Property.  At Closing, there will be no outstanding obligations of Seller which, if unpaid, could result in a lien on the Property;

(o)   Legal Parcels .   To Seller’s knowledge, Seller has received no notice and has no information to suggest that any of the parcels constituting any portion of the Property have been created or modified in violation of any applicable subdivision laws, or do not constitute legal parcels for all purposes under current laws and regulations; and

(p)   Nonforeign Status .   Seller is not a “foreign person” or “foreign entity” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and there is no federal or state requirement to withhold any portion of the Purchase Price for delivery to any taxing authority;

6.2   Covenants and Agreements of Seller .   From the Effective Date until the Closing Date or earlier termination of this Contract, Seller covenants and agrees with Buyer that Seller shall (i) comply with all applicable legal requirements pertaining to the Property to be complied with by Seller, (ii) advise Buyer promptly of any and all material litigation (commenced or threatened), or any arbitration or administrative hearing, that would be binding on the Property or that involves Seller’s ability to sell and convey the same to Buyer, (iii) advise Buyer promptly in writing of any written notice or other communication from any third person alleging that the consent of such third person is or may be required in connection with transactions contemplated by this Agreement; and (iv) not, directly or indirectly, alienate, encumber, transfer, option, assign, sell, transfer or convey its interest or any portion of such interest in the Property or any portion thereof except pursuant to this Contract, so long as this Contract is in force.

6.3   Continuing Accuracy and Validity .   The continuing accuracy and validity in all respects of each of the representations, warranties, and covenants of Seller in this Contract shall be a Condition precedent to Buyer’s obligation to close and such representations, warranties, and covenants shall be deemed remade as of Closing.  Such representations, warranties and covenants shall survive Closing for a period of one (1) year and shall not be merged into any documents delivered at Closing.

6.4   No Implied Representations .   Except as otherwise specifically set forth above or elsewhere in this Agreement, and except for any representations or warranties in the Deed and other conveyance documents to be executed by Seller at Closing, the conveyance of the Property to Buyer is made solely on an AS IS and WHERE IS basis, without any representations or warranties by Seller or any agent or representative of Seller, expressed or implied.

7.1   Representations and Warranties of Buyer .   Buyer represents to Seller, as of the Effective Date, and continuing thereafter until the Closing Date, that:

(a)   Buyer’s Authority .   Buyer has the full right, power, and authority to purchase the Property as provided in this Contract, and to carry out Buyer’s obligations hereunder and under any other documents and instruments executed by Buyer pursuant hereto, and all requisite actions necessary to authorize Buyer to enter into this Contract and to carry out Buyer’s obligations hereunder and under any other documents and instruments executed by Buyer pursuant hereto have been, or on the Closing Date, will have been, taken, unless the transaction contemplated by this Contract is terminated prior to Closing;

(b)   Buyer’s Corporate Status .   Buyer is a Utah corporation, authorized to transact business in the State of Utah, and is in good standing/current status in such state;

(c)   Litigation and Claims .   To Buyer’s knowledge, there is no litigation (pending   or threatened) that pertains to the Property.  Buyer has not received written notice of any claims, actions, suits, or other proceedings pending by any governmental department or agency, or any other entity or person, pertaining to the Property;

(d)   Conflict or Breach .   To Buyer’s knowledge, the execution and delivery of this Contract, the consummation of the transaction herein contemplated, and the compliance with the terms of this Contract will not conflict with or, with or without notice or the passage of time, or both, result in a breach of, any applicable contract or governmental requirements pertaining to the Property or in a judgment, order, or decree of any court having jurisdiction over Buyer or the Property;

(e)   Hazardous Materials; Environmental Matters .   With respect to the Property, to Buyer’s knowledge and except for matters disclosed in the environmental reports and studies that Seller provided as part of the Property Information or that Buyer obtains during the Due Diligence Period, (i)  the Property is in material compliance with all applicable federal, state and local laws and regulation relating to environmental contamination, including, without limitation, all laws and regulations governing the generation, use, collection, treatment, storage, transportation, recovery, removal, discharge or disposal of hazardous materials (as defined below) and all laws and regulations with regard to record keeping, notification and reporting requirements respecting hazardous materials (as defined below); (ii) Buyer has not caused or authorized, and does not have knowledge of, the presence or release or threat of release of any hazardous material in, on, under, or migrating to or from the Property, or received any notice or other information, whether written or oral from any governmental agency or authority or any other entity or individual, whether governmental or private, concerning or alleging any liability of the Buyer or other persons or entities with respect to the environmental condition of the Property; and (iii) there are no present facts or existing circumstances that could form the basis for the assertion of any claim against Buyer or the Property relating to environmental matters, including, without limitation, any claim arising from past or present environmental practices asserted under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“ CERCLA ”), the Resource Conservation and Recovery Act (“ RCRA ”) or any other federal, state or local environmental statute.  For purposes of this paragraph, the term “ hazardous materials ” means materials defined as “hazardous substances”, “hazardous wastes” or “solid wastes” in CERCLA, RCRA or in any similar federal, state or local environmental statute ( provided , that the term “hazardous materials” will not be deemed to include any cleaning products and/or other materials which may be hazardous materials under applicable environmental laws but are customarily used in the operation and maintenance of office and industrial property and are in ordinary quantities and used in accordance with all applicable environmental laws);

(f)   Defects .   Buyer has no knowledge of any existing and material physical or mechanical defects, adverse physical or environmental conditions or other adverse matters affecting the Property;

(g)   Special Proceedings, Notices of Violation .   There is not now pending nor, to Buyer’s knowledge, are there any proposed or threatened proceedings for the rezoning of the Property, or any portion thereof, that are known to Buyer. Buyer has no knowledge of any existing and material violation of any zoning, subdivision, environmental, hazardous waste, building code, health, fire, safety or other law, order, ordinance or regulation relating to the maintenance, operation or use of the Property, and has received no written notice of any such purported violation;

(h)   Compliance with CCR’s, Other Matters .   To Buyer’s knowledge, Buyer is in compliance with the terms and provisions of any covenants, conditions, restrictions, rights-of-way or easements affecting the Property.

7.2   Continuing Accuracy and Validity .   The representations and warranties in Section 7.1(c) through (h) are provided to Seller solely to assure that the Seller will not have liability under Section 6.1 for matters that are within the knowledge of Buyer under Section 7.1 at or prior to Closing; such representations and warranties shall not be the basis for any claim against Buyer whether arising before or after closing, but may be used in defense of any claim asserted by Buyer against Seller under Section 6.1 .  The continuing accuracy and validity in all respects of each of the representations, warranties, and covenants of Buyer in this Contract shall be a Condition precedent to Seller’s obligation to close and such representations, warranties, and covenants shall be deemed remade as of Closing provided, however, that any matters disclosed by Buyer or that become known to Seller under Section 7.1(c) through (h) after the Effective Date of the Contract shall not be a condition to Seller’s obligation to close if (i) Buyer still desires to close, and (ii) agrees in writing to waive any claim against Seller based upon such disclosures of new matters after the Effective Date of this Contract.  Such representations, warranties and covenants shall survive Closing for a period of one (1) year and shall not be merged into any documents delivered at Closing.

7.3   No Implied Representations .   Except as otherwise specifically set forth above or elsewhere in this Agreement, neither Buyer nor any agent or representative of Buyer makes any representations or warranties to Seller relating to the Property, expressed or implied.

8.1   Conditions to Buyer’s Obligations .   Buyer’s obligations to close the purchase of the Property under this Contract are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part in writing by Buyer at or prior to the Closing Date for the Property):

(a)   The Conditions in this Contract for the benefit of Buyer have been satisfied or waived in writing by Buyer; and

(b)   All representations, warranties, and covenants of Seller in this Contract are  true and accurate and free of violation; and

(c)   No event which could reasonably be expected to have a material adverse effect on the Property or its value shall occur after expiration of the Due Diligence Period, and Buyer has not first discovered any fact after expiration of the Due Diligence Period that could not with reasonable diligence have been discovered during the Due Diligence Period and which fact could reasonably be expected to have a material adverse effect on the Property or its value; and

(d)   At the Closing, there will be no outstanding contracts made by Seller for any improvements to the Property that have not been fully paid, and all mechanics’, contractors’ and materialmen’s liens arising from any labor or materials furnished prior to Closing relating to contracts made by Seller for any improvements to the Property Seller will have been discharged by Seller; and

(e)   The Title Company shall be ready, willing and able to issue the owner’s Title Policy in the form required herein on the Closing Date; and

(f)   Seller shall have delivered or caused to be delivered to the Title Company the documents and instruments required herein to be delivered by Seller at Closing; and

(g)   Seller shall have caused the Title Company to commit to issue the Title Policy to Buyer without exception for over that certain Deed of Trust, dated September 7, 1993, recorded September 8, 1993, in the office of the County Recorder for Utah County, state of Utah and with affirmative coverage in the form of the Title Policy endorsement attached to Exhibit 11 with respect to such Trust Deed; and

(h)   Contemporaneously with the Closing, Buyer and Scrub Oak shall have closed the sale by Scrub Oak to Buyer of the Scrub Oak Properties pursuant to the terms of the Scrub Oak Contract.

8.2   Conditions to Seller’s Obligations .   Seller’s obligations to proceed with the sale of the Property under this Contract are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part in writing by Seller at or prior to the Closing Date for the Property):

(a)   The Conditions in this Contract for the benefit of Seller have been satisfied or waived in writing by Seller; and

(b)   All representations, warranties, and covenants of Buyer in this Contract are  true and accurate and free of violation to the extent such matters remain conditions to Closing as provided in Section 7.2 above; and

(c)   Buyer will have deposited the Purchase Price in escrow with Escrow Holder, less a credit for the balance owed on any Loan as of the Closing; and

(d)   Buyer shall have delivered or caused to be delivered to the Title Company the documents and instruments required herein to be delivered by Buyer at Closing; and

(e)   Buyer and Seller shall have terminated the Aspen Master Lease with respect to the Aspen Property pursuant to the Lease Termination Agreement; and

(f)   [intentionally deleted]; and

(g)   Contemporaneously with the Closing, Buyer and Scrub Oak shall have closed the sale by Scrub Oak to Buyer of the Scrub Oak Properties pursuant to the terms of the Scrub Oak Contract.

8.3   Failure of Conditions Precedent to Buyer’s Obligations .   In the event that any of the conditions precedent to the obligations of Buyer   are not (i) satisfied on or prior to the Closing Date for the Property (or such earlier time as may be specified in this Contract) or (ii) deemed satisfied or waived by Buyer, then Buyer will have the right to terminate this Contract and/or pursue any other right or remedy provided herein.

8.4   Failure of Conditions Precedent to Seller’s Obligations .   In the event that any of the conditions precedent to the obligations of Seller   are not (i) satisfied on or prior to the Closing Date for the Property (or such earlier time as may be specified in this Contract) or (ii) waived in writing by Seller, then Seller will have the right to terminate this Contract and Seller shall have no other right or remedy against Buyer arising out of this Contract or by reason of the termination of the proposed sale transaction.

9.1   Date and Place of Closing .   Closing shall take place in the main commercial office of Escrow Holder and will be handled by Terri Murphy as escrow officer (or as is mutually acceptable to Buyer and Seller), as soon as practicable after written satisfaction or waiver of the Conditions in this Contract, but no later than December 30, 2010.  The parties need not be physically present at the Closing.

9.2   Items to be Delivered at the Closing .

(a)            Seller's Deliveries .   At the Closing, Seller shall deliver or cause to be delivered to Buyer,   or to the Title Company as Escrow Holder, the following items:

(i)   a Utah statutory special warranty deed (the “ Deed ” ), in the form attached as Exhibit 4 , in recordable form, duly executed and acknowledged by Seller, conveying fee simple title in and to the Property to Buyer or Buyer’s designee, subject only to Permitted Exceptions, including any Title Exceptions not cured or removed by Seller but waived by Buyer as provided in Section 4.3 ;

(ii)   an ALTA Affidavit, in such form as is acceptable to Seller and required by the Title Company to issue “extended coverage” title insurance, and such other items reasonably requested by the Title Company as administrative requirements for consummating the Closing;

(iii)   a Non-foreign Affidavit, in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (“ FIRPTA ”), substantially in the form attached as Exhibit 5 to this Contract;

(iv)   a Bill of Sale, Assignment of Agreements and Transfer of Assets, in the form attached as Exhibit 7 to this Contract (“ Bill of Sale/Assignment ”), conveying the Service Contracts that Buyer may agree to assume and the Transferred Assets;

(v)   duplicate originals of the Lease Termination Agreement, in the form attached as Exhibit 2 , duly executed and acknowledged by Seller;

(vi)   any other documents, instruments or agreements called for hereunder which have not been previously delivered or which are reasonably required by the Title Company (such as evidence of authorization of the transaction) to close the transaction as contemplated by this Contract.  A copy of the documentation evidencing the authorization of the transaction will be provided to Buyer.

(b)   Buyer's Deliveries .   At the Closing, Buyer shall deliver to Seller, or to the Title Company as Escrow Holder, the following items:

(i)   the Purchase Price (subject to credits for the Earnest Money Deposit);

(ii)   one or more promissory notes as required by Seller to evidence any deferred portion of the Purchase Price under Section 3.1 ;

(iii)   the acceptance of the Assignment of Leases and of the Bill of Sale/Assignment;

(iv)   a Bill of Sale, Assignment of Agreements and Transfer of Assets, in the form attached as Exhibit 7 to this Contract (“ Bill of Sale/Assignment ”), conveying the Service Contracts that Buyer may agree to assume and the Transferred Assets;

(v)   duplicate originals of the Lease Termination Agreement, in the form attached as Exhibit 2 , duly executed and acknowledged by Buyer;

(vi)   Buyer shall execute and deliver to Seller the Annex A Lease; and

(vii)   any other documents, instruments or agreements called for hereunder which have not been previously delivered or which are reasonably required by the Title Company (such as evidence of authorization of the transaction) to close the transaction as contemplated by this Contract.  A copy of the documentation evidencing the authorization of the transaction will be provided to Seller.

(c)   Waiver of Time Periods at Closing.   In the event the Closing shall take place prior the expiration of the Due Diligence Period and the time for the parties to address the Title Exceptions and the Objections pursuant to Article IV , Seller and Buyer shall executed and deliver to each other a mutually satisfactory agreement closing all such time periods and defining the Permitted Exceptions for the purposes of this Contract.

9.3   Prorations, Adjustments .

(a)   Except as otherwise provided below, all income from the Property (“ Income ”) and all ad valorem real property taxes, current installments of any assessments, personal property taxes, utility expenses, and other operating expenses of the Property  (“ Expenses ”) will be prorated and adjusted between the parties as of the Closing Date, so that  (a) all prepaid but not yet accrued Expenses and all accrued but not yet paid Income will be credited to Seller; and (b) all accrued but not yet paid Expenses other than any Expenses Buyer is required to pay under the Aspen Master Lease and all prepaid but not yet accrued Income will be credited to Buyer.  Without limiting the generality of the foregoing, any advance payment of rent, refundable deposits, and advance payment of reimbursable utility or other expenses and other charges under the Aspen Master Lease, and any nonrefundable cleaning fees and other similar fees relating to the occupancy of premises in the Property shall be assigned and delivered to Buyer (or shall be prorated and charged and credited between the parties) as of the Closing Date.

(b)   The parties will attempt to have utility meters read as of the Closing Date, and Seller will be responsible for all utility Expenses up to the Closing Date other than any Expenses Buyer is required to pay under the Aspen Master Lease, and Buyer will be responsible for all utility Expenses from and after the Closing Date.  To the extent that this is not possible and to the extent that any other obligation for continuing services is incurred, and statements are rendered for such services covering periods both before and after the Closing Date, the amount shall be adjusted between the parties as of the Closing Date on a time elapsed basis.  Seller shall forward all such statements which are proper statements to Buyer and Buyer shall pay the same.  Seller shall remit to Buyer its proportionate share immediately upon demand.

(c)   Seller shall be responsible for and shall pay or reimburse Buyer upon demand for any real or personal property taxes payable following the Closing applicable to any period of time prior to the Closing Date as a result of any change in the tax assessment by reason of reassessment, errors by the tax assessor or changes occurring before the Closing Date in use or ownership of the Property.  To extent the payment of taxes and assessments is an obligation of tenant under the Aspen Master Lease and the tenant has not made any deposit or payment to Seller with respect to such matter, such taxes and assessments will not be prorated between Buyer and Seller.

(d)   If any post-Closing reconciliation or adjustment is required between the parties pursuant to this Agreement (because of an adjustment or prorate that is done on an estimated basis, or otherwise), the parties will reasonably co-operate with each other to provide the information needed for such reconciliation and adjustment, and will promptly do the reconciliation and adjustment when the information is available to do so.

(e)   Buyer shall pay the recording or filing fees for the Deed and the Assignment of Leases.

(f)   Seller shall pay the cost of a standard coverage Title Policy in favor of Buyer and the cost of extended coverage, if obtainable and desired by Buyer, on the Title Policy.

(g)   Seller and Buyer shall pay one-half of the escrow and closing fees charged by the Escrow Holder.  If any other closing costs not specifically provided for herein are due at Closing, such other costs shall be paid by Buyer.

9.4   Possession at Closing .   Seller will deliver possession of the Property to Buyer at the Closing, together with all keys, alarm and entry codes, guaranties, warranties and indicia of ownership held by Seller; provided, however, Seller shall have the right pursuant to the provisions of this Section 9.4 to continue in occupancy of that portion of the Annex A Parcel (the “ Temporary Annex A Space ”) (approximately 30,000 sq. ft.) which is not subject to the Aspen Master Lease and which has been occupied by Seller during the term of the Aspen Master Lease. Seller’s occupancy of the Temporary Annex A Space shall be for a period of one-hundred twenty (120) days commencing on the Closing Date, subject to early termination by Seller upon written notice to Buyer and surrender of the Temporary Annex A Space to Buyer.  Seller’s occupancy of the Temporary Annex A Space shall be on all of the terms set forth in the Aspen Master Lease, which is incorporated into this Section 9.4 by this reference; provided that Seller shall be the “Tenant,” Buyer shall be the “Landlord,” the Premises shall be the Temporary Annex A Space, the term shall be a period of one-hundred twenty (120) days commencing on the Closing Date and Seller have no obligation to pay “Monthly Rent” or “Taxes” to Buyer during such 120 day term.  Seller shall be responsible for all other obligations of “Tenant” set forth in the Master Lease, with respect to the Temporary Annex A Space, for such 120-day term including, without limitation, obligations of indemnification of Buyer as “Landlord,” insurance, payment of utilities, maintenance and repairs, etc.

Seller agrees to give Buyer prompt notice of any fire or other casualty affecting any of the Property or any actual or threatened taking or condemnation of all or any portion of any of the Property.  If prior to the Closing, there shall occur:

(a)   damage to any Property caused by fire or other casualty which is of any substantial nature; or

(b)   the taking or condemnation of all or any portion of any Property which would materially interfere with the intended use of the Property;

then, in such event, Buyer as its sole remedy may elect to terminate this Contract by written notice to Seller obtain a refund of the refundable portion of the Earnest Money Deposit, notwithstanding that the Due Diligence Period may have expired.

If before the Closing there occurs:

(a)   damage to any portion of the Property caused by fire or other casualty which is of an insubstantial nature; or

(b)   the taking or condemnation of all or any portion of any Property which would not materially interfere with the intended use of the Property;

then the following will apply:  (i) Seller shall not be required to restore the Property; (ii) Seller shall promptly notify Buyer after Seller becomes aware of the damage or taking; (iii) if the restoration would take more than 120 days to complete or if there are not assignable proceeds under an existing insurance policy that Seller can assign to Buyer at Closing that would be sufficient to pay the cost of restoration, Buyer may elect to terminate this Agreement pursuant to the first paragraph of this Article or Buyer may elect to proceed with the Closing and accept the Property AS IS and without restoration having been completed, in which case the parties will close this transaction and Seller will assign to Buyer Seller’s interest in the casualty or condemnation proceeds.

On any fire or other casualty that is not substantial or with respect to which, if substantial, Buyer does not elect to terminate this Contract, Seller will provide to Buyer a copy of the insurance policy covering the damage or other casualty.  In any event, the parties will reasonably co-operate with each other on the steps needed to settle the claim with the insurer (but Seller will not be required to incur any out-of-pocket expenses in doing so after the Closing).

If this Contract is not terminated in the event of a taking or casualty, the Purchase Price shall be reduced by the portion of the taking award or casualty insurance proceeds attributable to the portion of the Property taken or destroyed, as the case may be, except to the extent that such sums have been previously expended by Seller to repair or restore the Property (but Seller will not be obligated to do any such work, and Seller is not hereby agreeing to do any such repair or restoration).

11.1   Buyer Default .   If all of the conditions to Buyer’s obligation to purchase the Property have been satisfied or waived by Buyer and if Buyer should fail to consummate the subject transaction for any reason other than Seller’s default, failure of a condition to Buyer’s obligation to close, or the exercise by Buyer of an express right of termination granted herein, Seller shall be entitled to (a) terminate the Contract and retain the Earnest Money Deposit as liquidated damages.

11.2   Seller’s Default .   If all of the conditions to Seller’s obligation to sell the Property have been satisfied or waived by Seller and if Seller should fail to consummate the subject transaction for any reason other than Buyer’s default, failure of a condition to Seller’s obligation to close, or the exercise by Seller of an express right of termination granted herein, Buyer shall be entitled to pursue any other remedy available to it at law or in equity, including (without limitation) the remedy of specific performance.

11.3   In General .   Except as specifically   set forth in Sections 11.1 and 11.2 , if either party does not perform any of its obligations hereunder, and if such breach is not cured within ten (10) days after written notice to the defaulting party specifying such breach, the non-defaulting party shall have all rights and remedies to which it may be entitled by law and under this Contract (including the right of the nondefaulting party to obtain specific performance against the defaulting party).

Each party represents and warrants to the other party that they have not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that neither party has taken any action which would result in any real estate broker’s, finder’s or other fees or commissions being due or payable to any other party with respect to this transaction.  Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, but not limited to, reasonable attorney’s fees) resulting to the other p