Auction Terms and Conditions TERMS AND CONDITIONS OF AUCTION 1) Registration: Onsite bidder registration starts at 10:00 a.m. (EST), November 10, 2013. All bidders are required to register and provide suitable photo I.D. (valid driver’s license or passport) prior to auction. Broker/auctioneer reserves the right to decline registration if the I.D. produced is not sufficient. Anyone planning on writing a check for the escrow deposit shall also be required to present an Irrevocable Bank Letter of Guarantee (See attached sample bank letter). All sales are “cash sales” and the sale is not conditioned upon the winning bidder obtaining financing. 2) Bidder number: All bidders are required to use the bidder number issued to them at registration for all purposes associated with the auction, including placing any bids during the auction. Once a bid is made, the bidder shall be bound by the bid amount. 3) Online Bidder Deposit: To secure an “online” bidder number and place bids online, the bidder must deposit an online bidding deposit in the amount of Twenty Five Thousand Dollars ($25,000), with the broker/auctioneer. Broker/auctioneer reserves the right to approve or decline any bidders attempting to register online but who fails to fully meet the requirements of online registration. In the event a winning bidder is registered and bidding online, said bidder approves their online bidder deposit to be applied towards the non-refundable down payment. Non-purchasing online bidder deposits shall be returned to the online bidders within 2 business days following the auction. 4) Buyer’s Premium: A ten percent (10%) Buyer’s Premium shall be applied to all winning bids (onsite or online) placed during the auction. The 10% Buyer’s Premium shall be added to the high bid to arrive at the total contract price to be paid by the bidder at closing. 5) Sales Contract and Escrow Funds: Immediately upon conclusion of the auction, the winning bidder on each tract of property shall sign a purchase and sale agreement (See attached sample form). The fully executed purchase and sale agreement shall control all terms and conditions of the sale and constitute the entire agreement between the respective seller and the winning bidder. In the event of a conflict between these Terms and Conditions of Auction and the purchase and sale agreement, the terms and conditions of the purchase and sale agreement shall prevail. No changes to the terms of the purchase and sale agreement will be permitted. The winning bidder shall be required to enter into the purchase and sale agreement in its current form immediately following the auction. If for any reason a bidder fails or refuses to make the earnest money deposit or to execute the purchase and sale agreement immediately after being confirmed as the high bidder, the auctioneer and/or the respective seller reserves the right to declare the bidder’s rights forfeited and may resell the property and pursue any other remedy available, whether legal or equitable, against such bidder. Any person bidding on behalf of another person or entity must have a valid, legally enforceable, unexpired and recordable Power of Attorney, approved by the auctioneer and/or the respective seller prior to the auction. If a person is bidding on behalf of a corporate entity, the bidder shall be individually bound until the bidder presents evidence that he/she is authorized to sign on behalf of such entity, all in a form acceptable to the auctioneer and/or seller. 6) Earnest Money Deposit: Immediately upon conclusion of the auction, the winning bidder shall be required to place ten percent (10%) of the total contract price down as a non-refundable earnest money deposit. The earnest money deposit may be made in the form of cash, cashier’s check, business check or personal check, subject to the seller’s approval. Any business check or personal check will need to be accompanied by an Irrevocable Bank Letter of Guarantee (See attached sample bank letter). 7) Closing documents: The seller will provide a legally recordable warranty deed. Prior to the auction, seller has represented to broker/auctioneer that title conveyed shall be insurable and free and clean of liens or encumbrances. 8) Representations and warranties: Neither seller/broker/auctioneer makes any representations or warranties as to any of the properties, including in connection with zoning, site plan approval or other federal, state or local laws. Any maps, plats, surveys, site plans, subdivision maps or the like have been supplied for informational purposes only, and each seller/broker/auctioneer make no representation, warranties or guarantees as to any of the properties, including in connection with locations, dimensions, tract sizes, suitability for use, or subsurface conditions. All properties are being sold “AS IS, WHERE IS” without any warranty either expressed or implied by either seller/broker/auctioneer. 9) Representation: By execution of this agreement the bidder acknowledges the broker/auctioneer represent the sellers only, and the commission paid in respect to this sale is identified as a buyer’s premium as set forth in paragraph four above. 10) Determination of disputes: In the case of disputed bids, the broker/auctioneer shall exercise his or her best discretion in determining the resolution of claims and such decision is final. Such decision shall not be the subject of any post-auction claims. No assignment of the purchase and sale agreement shall be recognized from one bidder to another. In the event a dispute should arise after the auction, the auctioneer’s records shall be conclusive. 11) Indemnity provisions: By execution of this agreement, bidder agrees to bear responsibility for any charges, claims or expenses incurred by reason of any violation, breach or default in respect to these terms and conditions, including, reasonable attorney’s fees, court costs, the cost of re-sale, and remarketing costs. The foregoing remedies are not exclusive. 12) General provisions: The provisions herein made cannot be altered except in writing, and any provision of this agreement shall be interpreted/applied in accord with the laws of the State of New York, specifically those in Steuben County, in which the properties are situated. These terms and conditions shall not be interpreted or construed in a manner which creates a negative inference based upon the fact that the seller/broker/auctioneer prepared the terms and conditions. Electronic and/or facsimile signatures shall be considered binding. In such event any provision herein is deemed illegal, void or unenforceable by a court of law, it shall not impact the body or balance of the terms and conditions. 13) Forfeiture upon default: In such event a bidder fails to abide by the terms and conditions set forth herein or fails to abide by the obligations arising from the purchase and sale contract executed in conjunction with this auction, bidder acknowledges he or she may forfeit all monies deposited, at the respective seller’s election. By execution of this agreement, bidder acknowledges this is a negotiated result, and the forfeiture of said sums of money does not constitute a penalty. 14) 1031 Exchange: Buyer agrees to cooperate with Seller at no expense to Buyer in an IRC 1031 Exchange and execute the necessary documents to effectuate the exchange. CLOSING PROCEDURES: Closing shall be scheduled on or before December 10, 2013 and the Earnest Money Deposit shall be held by United Country – Tom Mullen & Associates as escrow agent and in accordance with the terms of the purchase and sale agreement, in a non-interest bearing escrow account until closing of the property. In the event the parties do not mutually agree on an earlier date for closing prior to December 10, 2013, closing shall occur commencing at 10:00 A.M. on December 10, 2013 in the office of the Seller’s counsel, Eric Shults, Esquire: Shults & Shults 9 Seneca Street, Hornell, NY 14843 or at such other location as may be agreed to by the parties or by mail. The proceeds due from the winning bidder at closing shall be in U.S. funds, in the form of a locally drawn cashier’s check or confirmed wire transfer. CLOSING COSTS: Seller’s Costs. At closing, seller shall pay the costs of preparing legal documents to transfer their respective properties and to release any encumbrances on a subject property to allow conveyance, and applicable deed stamps for the deed. The current year’s Ad Valorem Property Taxes and tax assessments, if any, shall be prorated through the date of closing. Purchaser’s Costs. At closing, the winning bidder shall pay the cost of recording the deed, and all other sale, closing, or financing costs. If the winning bidder desires an Owner’s Policy of Title Insurance, it will be at the winning bidder’s option and expense. The current year’s Ad Valorem Property Taxes will be prorated at closing. Any and all rollback taxes, including Ag. District assessments, for change in any subject property use shall be at the expense of the winning bidder. DISCLAIMER: PERSONAL ON-SITE INSPECTION OF THE SUBJECT PROPERTIES IS RECOMMENDED AND BIDDERS ARE ADVISED TO INDEPENDENTLY VERIFY ALL INFORMATION THEY DEEM IMPORTANT. ALL SUBJECT PROPERTIES ARE BEING SOLD “AS IS, WHERE IS” AND “WITH ALL FAULTS.” THE SELLERS, AUCTIONEER, AND/OR AUCTION COMPANY HAVE NOT MADE, DO NOT MAKE AND WILL NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED OR STATUTORY, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THEIR VALUE, CONDITION, SUITABILITY, MERCHANTABILITY, MARKETABILITY, OPERABILITY, TENANTABILITY, HABITABILITY, ZONING OR SUBDIVISION REGULATIONS, HOME OWNERS ASSOCIATION COVENANTS AND BYLAWS, WATER RIGHTS, MINERAL RIGHTS, OIL AND GAS PRODUCTION, ENVIRONMENTAL CONDITION, SOIL CONDITION OR PERCOLATION, COMPLIANCE WITH ANY BUILDING CODE, SAFETY AND HEALTH CODES OR OTHER GOVERNMENTAL AGENCY RULES OR REGULATIONS, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. NO GUARANTEES ARE GIVEN AS TO THE AVAILABILITY OF UTILITIES, WATER, SEWER CAPABILITIES/CAPACITIES, ACCESSES, INGRESS, EGRESS OR THE PERMITTED OR ALLOWABLE USES ON THE PROPERTY. MISCELLANEOUS: All decisions of the auctioneer are final as to the methods of bidding, disputes among bidders, increments of bidding, and any other matters that may arise before, during, or after the auction. Auctioneer reserves the right to deny any person admittance to the auction or expel anyone from the auction whom attempts to disrupt the auction. All announcements made auction day supersede any prior oral or written statements. BUYER BROKER PARTICIPATION: Any properly licensed broker who registers a successful winning bidder may receive a commission of 2% of the winning bid price (but in no event shall such commission be greater than 20% of the total buyer’s premium due hereunder). Such commission shall be paid by the auctioneer out of the buyer’s premium. The participating broker must register with his/her client no later than 48 hours prior to the auction event, attend and assist the bidder at the auction and provide their client services through the date of closing. Any and all commission shall ONLY be paid from the proceeds of a successful closing. The broker and the prospective bidder must execute a broker registration form and comply with the Buyer/Broker Guidelines provided by auctioneer no later than November 8, 2013 at 5:00 p.m. The auctioneer will maintain a complete file on all broker registrations. A buyer’s broker commission will be paid at closing after the auctioneer has been paid in full. Brokers will not have to attend the closing. If more than one brokers registers a prospect, only a single commission will be paid to that broker with the earliest registration based on the actual time and date of such registration received by the auctioneer. Failure to properly register or comply with the provisions of the Buyer Broker Guidelines will disqualify the buyer broker from receiving any commission. LIVE INTERNET BIDDING: Bidders who cannot attend the live auction will have the opportunity to bid via the internet during the live auction event. Internet bidders are required to pre-register no later than 24 hours prior to the auction event, and wire transfer a refundable $25,000.00 cash deposit in U.S. currency to United Country – Tom Mullen & Associates to be held at Citizens & Northern Bank: Routing # 031308302; Account # 0443080. In the event the internet bidder is the successful high bidder, their $25,000.00 cash deposit will be applied to the purchase price and be included in their (10%) escrow deposit. For pre-registration information and routing instructions contact United Country – Tom Mullen & Associates (Broker) at (877) 565-3491 or United Country – Jelliff Auction Group (Auctioneer) at (570) 835-4214. To bid online go to www.waverlynyrealestate.com. AUCTION REGISTRATION: Bidders will be required to register onsite at the auction. A copy of the auction terms and conditions will be present for ALL bidders to review prior to registering and accepting a bidder’s number at the auction. All bidders shall be required to use a registered bidder’s number to place any bid at the auction. Registration will begin approximately 2 hour prior to the announced auction time. ONLINE BIDDERS will be required to deposit $25,000 registration deposit prior to be approved to bid online. Buyers Premium: A 10% buyer’s premium shall be added to the high bid at the auction to arrive at the total contract price to be paid by the successful bidder(s). Down Payment and Contract Signing: The successful bidder(s) shall be required to place $75,000 as an earnest money deposit and sign the purchase sale agreements, immediately following the conclusion of the auction. The registration deposit of $75,000 will be used as the down payment. Financing: Financing is not a contingency of sale in this auction. Therefore, it is strongly recommended that all bidders arrange any financing needed to close the transaction prior to placing any bids at the auction. Closing: Closing shall take place within no later than December 28, 2013. Possession shall be delivered to the buyer at closing. Title: Seller shall furnish at seller’s expense an Owner’s Policy of Title Insurance in the amount of the total purchase price. Title shall be transferred by Warranty Deed. Survey: Seller shall not provide a survey to the buyer, if a buyer desires a survey of the property it shall be at the buyer’s sole expense; except the parcel option A will be surveyed at Seller’s expense. Taxes: The 2013 taxes shall be prorated to the date of closing. Agency: United Country – Tom Mullen & Associates and its representatives are Exclusive Agents of the Seller. AUCTION PROCEDURE: The auctioneer shall at his sole discretion offer the property in any order, format or bid increment, which he determines is in the best interest of the Seller. Broker Participation: A (2%) buyer’s broker fee shall be paid to any properly licensed broker that registers and represents a successful buyer at the auction, which is not already working with the auction company. The registration form is available from the auction company and must be completed no later than 48 hours prior to the auction. Contact the auction company for the Buyer Broker Registration Form. Disclaimers: All information is taken from sources believed to be reliable, but is subject to verification by all parties relying on it. Any and all sketches, dimensions are approximate. No liability for its accuracy, errors or omissions is assumed by the seller or the auction company. All bidders are responsible for conducting their own inspection, inquiries and due diligence concerning the property being offered. The property is being offered “AS IS, WHERE IS” and no warranties or representations either expressed or implied are being made by the seller or the auction company. All information contained in the advertising and all related materials are subject to the terms and conditions outlined in the purchase agreement. The property is available for and subject to prior sale before the auction by appointment with Broker. Any and all dollar amounts stated shall be in U.S. currency ONLY. Property is subject to prior sale and pre-offers are being entertained by the seller. Seller retains the right to accept or reject any and all bids made either before, during or after the auction of the subject property. Any announcement made the day of auction shall take precedence over any previously printed material or any other oral statements made. Special Announcements: The furnishings (personal property) DO NOT sale with the home. These are the property of the sellers and will be removed prior to closing. Any property which is not removed from the home or acreage prior to transfer of title at closing will become the property of the buyers except for the shop equipment. SELLERS: Keith A. Jenkins & Fay E. Jenkins BROKERS: Thomas J. Mullen Licensed NYS Broker # 49MU1013429 ________________________________________________ BUYER DATE ________________________________________________ BUYER