Terms and Conditions of Sale Real Estate Auction 20-85 55+/- Acres –500,000+/- Tons Slate Aggregate - Quarry Ave., Brownville, Maine Auction Date: Friday, May 29, 2020 at 11AM 1. Date/Place of Sale: The Property shall be sold, subject to these terms and conditions, on Friday, May 29, 2020 commencing at 11:00 a.m. at the subject property at Quarry Ave., Brownville, Maine and online at ProxiBid.com. 2. Terms of Sale: a. The sale is subject to all of those terms set forth in the advertisements of the public sale, including, but not limited to, the terms set forth below. Additional terms may be announced orally at the time of the sale. b. The Property shall be sold subject to and with the benefit of all development rights, easements, appurtenances, restrictive covenants, rights of way of record, and any easements, restrictions and rights of way which are of record or which are visible upon the face of the earth or as set forth in the Purchase and Sale Agreement, a copy of which is available from the auctioneer. c. The Real Estate (the “Property”) will be sold "AS IS, WHERE IS, AND WITH ALL FAULTS." MMSC Holdings, LLC (the “Seller”) assumes that bidders have inspected the Property prior to the sale. The Property is offered for sale "AS IS, WHERE IS, AND WITH ALL FAULTS" unrepaired and without any express or implied warranties of any kind or nature. Square footage dimensions and tonnage are approximate and should be independently verified prior to bidding. The Seller, its agents and subagents, assume no liability for errors or omissions in these Terms and Conditions of Sale or in any of the property listings or advertising materials, or in any representations made by any party. Although information has been obtained from sources deemed reliable, the auctioneer makes no guarantees as to the accuracy of the information herein contained or in any other property listing or advertising materials. Any information provided regarding the Property is for informational purposes only, and cannot be relied upon for any purpose. No representations or warranties are made regarding any matter including, without limitation, the accuracy or completeness of any information or materials provided or any comments made by the auctioneer or by the Seller or by any other party, regarding the environmental condition of the Property. d. Deposit Amount: $5,000 in US Funds: VISA/MC ONLY. Auctioneer will charge the winning online bidder's credit card a $5,000 non-refundable deposit at the conclusion of the auction. Said Deposit will be applied against the final purchase price with the balance of the final purchase price to be due and payable to the Seller, or the Seller's closing agent, within 30-days of the public sale. e. Buyer’s Premium: There will be a 12% buyer’s premium added to the high bid price to equate the final purchase price. f. Purchase and Sale Agreement: Upon confirmation of the winning online high bidder, Auctioneer will email the winning bidder a purchase and sale agreement. Upon receipt of the agreement by the winning bidder, they shall immediately sign the agreement and email a copy of the executed agreement to the auctioneer. g. Taxes and Other Assessments: Except as provided elsewhere herein, all real and, including taxes for the current year, will be the responsibility of the Buyer. h. The balance of the purchase price will be due at the Closing of the sale of the Property, which shall occur on or before thirty (30) days from the date of the public sale. At the Closing, the Buyer shall pay the balance of the purchase price, in certified U.S. funds. i. The deed to the Property will be by Quitclaim Deed with covenant. The high bidder shall at his/her cost pay all real estate transfer taxes (including the Seller’s share, if any), whether assessed to purchaser or Seller. j. The sale is subject to all of the terms set forth in the Purchase and Sale Agreement, the form of which is included in the Property Information Package. k. If Buyer fails to pay the purchase price in full within the time set forth herein and/or fails to comply with any of the provisions of the Agreement, Seller and Auctioneer, in addition to all other remedies allowed by law or equity, may retain the full deposit as damages. In addition, the Property may be resold in any manner determined by the Seller, in its sole judgment and discretion, and to any party. Any deficiency, together with all expenses and costs of resale (including attorney’s fees) will be paid by the defaulting Buyer. If the Buyer defaults under this Agreement, in addition to other remedies, the Seller shall have the right to assign the Buyer’s rights under this Agreement to a third party. l. The Seller and the auctioneer reserve the right, and subject to applicable provisions of Maine Law, to: (i) refuse to accept any irregular bids or bids that do not comply with the terms of sale; (ii) hold periodic recesses in the sale process; (iii) amend the terms of sale orally or in writing, as they deem to be in the best interest of the Seller. Auction is with reserve and the sale is subject to confirmation of the Seller. m. A record of bidding will be maintained by the Seller and/or the auctioneer for their own use. 3. Auction Procedure: Unless otherwise stated, announcements made on the day of the sale will be subject to all printed material. The method, order of sale, and bidding increments shall be at the sole discretion of the auctioneer. 4. Disclaimer: All bidders are invited to inspect the Property and the public records pertaining thereto prior to making a bid. No warranties, guarantees or representations of any kind are made, and all warranties are disclaimed with respect to any improvements located on the Property, including improvements located underground, the location and/or boundaries of the Property or improvements thereon, title to the Property, environmental compliance, or compliance with any applicable zoning, land use or hazardous waste regulations, laws or ordinances. The Buyer shall assume responsibility and expense for any title search, title examination or title insurance. THE SELLER/AUCTIONEER EXPRESSLY AND SPECIFICALLY MAKES NO, AND SHALL MAKE NO, REPRESENTATIONS OR WARRANTIES REGARDING HAZARDOUS OR TOXIC WASTE, SUBSTANCES, MATTERS OR MATERIALS, AS THOSE TERMS MAY BE DEFINED FROM TIME TO TIME BY APPLICABLE STATE, LOCAL AND FEDERAL LAWS, STORED OR OTHERWISE LOCATED ON THE PROPERTY. 5. Risk of Loss: The risk of loss with respect to the Property shall be with the Seller until the Closing shall occur. 6. Possession: Buyer shall only be entitled to possession at closing as set forth in the Purchase and Sale Agreement. 7. Applicable Law: You have signed a written binding contract agreeing to the Terms and Conditions of Sale, and understand that any bid you make falls under the Maine Auction Law, Title 11, Section 2-328 of the Uniform Commercial Code, and the Statute of Frauds. Maine auctions are under the jurisdiction of the State of Maine Department of Professional and Financial Regulations, Board of Licensure of Auctioneers, 35 State House Station, Augusta, Maine, 04330. 8. Bidder's Card: By electronically signing for a bid number, the bidder has signed a written and binding contract agreeing to all of the terms and conditions set forth herein. If you do not agree with any of the terms or conditions set forth above, please do not bid.. 9. Conflict With Purchase and Sale Agreement: In the event of a conflict between these Terms and Conditions of Sale and the terms of the Purchase and Sale Agreement executed by the Seller and the successful bidder, the Purchase and Sale Agreement shall control. 10. Public Auction Bid Price Disclosure: The Seller and Buyer authorize the Auctioneer, its agents and employees, to disclose the public auction bid prices to any party prior to the actual closing date, and in the event of a non-confirmed, canceled, or defaulted sale. Additional terms apply. For a Property Information Package including the purchase and sale agreement, visit KeenanAuction.com or call (207) 885-5100 and request by auction #20-85. Richard J. Keenan #236. Our 48th Year and 8,226th Auction.