MICHAEL F. DILLIARD AUCTION & REALTY COMPANY, LLC Bidder Terms and Conditions These Bidder Terms and Conditions constitute a legal, valid, binding, and enforceable contract between Michael F. Dilliard Auction & Realty Company, LLC and each Registered Bidder (as defined below) and each Participant (as defined below). 1. Auction Company. Michael F. Dilliard Auction & Realty Company, LLC (“Auction Company”) is a licensed auction company in the Commonwealth of Pennsylvania (License AY-002068). Auction Company Office Hours: Monday - Friday, 10AM -4PM Phone: 814-531-4009 2. Auction Conducted Under and In Accordance with These Bidder Terms and Conditions. The Auction is conducted under and in accordance with these Bidder Terms and Conditions and applicable law. By attending, or participating in, the Auction and/or registering to bid at the Auction, each Participant and each Registered Bidder and agrees to be bound by these Bidder Terms and Conditions. 3. Auction Date and Location. The date of the Auction is SUNDAY, March 29, 2015, unless extended or changed by the Auction Company as provided in these Bidder Terms and Conditions. 4. Auction Location. The Auction is being conducted in HUNTINGDON County, Pennsylvania. These Bidder Terms and Conditions are entered into in HUNTINGDON County, Pennsylvania, and all bids are received in HUNTINGDON County, Pennsylvania regardless of the physical location of the Bidder. All Property is offered for sale in HUNTINGDON County Pennsylvania, and will be Knocked-Down (as defined below) in HUNTINGDON County Pennsylvania. 5. Definitions. (See additional applicable definitions at the bottom) “Auction Site” means 504 Washington St, Huntingdon, PA 16652. 6. Buyer’s Premium. Property offered at the Auction is subject to a Buyer Premium, as follows: ZERO percent (0%) Buyer’s Premium on Personal Property. ZERO percent (0%) Buyer’s Premium on Real Property. Each Registered Bidder agrees that such Registered Bidder will pay a Buyer’s Premium to the Auction Company, for the Auction Company’s own account, in an amount equal to ZERO percent (0%) of the Hammer Price for each Lot with respect to which such Registered Bidder Property tenders the Winning Bid. The Buyer’s Premium will be added to the Hammer Price to determine the final Purchase Price of each Lot Struck Off at the Auction. 7. Participants and Registered Bidders are Licensees at the Auction Site. Participants and Registered Bidders are licensees at the Auction Site and assume all risks associated with their presence at the Auction Site. Any person may be denied access to the Auction Site or removed from the Auction Site for improper or disruptive behavior. 8. Bidder Registration. All Bidders must register and be issued a Bidder Number prior to bidding at the Auction. Online Bidders and Absentee Bidders must register a valid credit card with the Auction Company or its online provider. The Auction Company may refuse to accept a Bidder Registration from any potential Bidder, may refuse to issue a Bidder Number to any potential Bidder, and, if a Bidder breaches any Bidder Terms and Conditions, or engages in improper conduct, the Auction Company may reject any bids made at the Auction and may revoke any Bidder Registration or Bidder Number. By registering to bid at the Auction, each Bidder acknowledges and agrees that such Bidder has read, understands, and agrees to be bound by, these Bidder Terms and Conditions. In the sole and absolute discretion of the Auction Company, the Auction Company or Calling Auctioneer may accept a bid from a Bidder who has not registered or been issued a Bidder Number provided that such Bidder immediately completes a Bidder Registration, is issued a Bidder Number, and agrees to be bound by these Bidder Terms and Conditions. 9. Supplemental Bidder Information and Agreements. At any time, either prior to or subsequent to the issuance of a Bidder Number, the Auction Company may require a potential bidder or a Registered Bidder to provide additional information and to execute additional or supplemental bidder agreements as a condition to bidding at the Auction. 10. All Property Offered with Reserve. All Property is offered With Reserve. The Auction Company and Seller may reject any bid below the Reserve Price, and there is no requirement that Seller either waive the Reserve Price or accept a bid that is less than the Reserve Price. If the Reserve Price for a Lot is met, the Lot will sell for the highest bid at or above the Reserve Price. 11. Bidding. Registered Bidders may only bid at the Auction by agreeing to be bound by these Bidder Terms and Conditions. By bidding, each Registered Bidder acknowledges and agrees that such Registered Bidder has read, understands these Bidder Terms and Conditions, and reaffirms that such Registered Bidder is subject to and bound by these Bidder Terms and Conditions. No Registered Bidder may retract a bid that has been acknowledged and accepted by the Auction Company. 12. Online Bidding. The Auction Company encourages Registered Bidders to weigh the advantages and limitations of online bidding and live bidding at the Auction Site when deciding whether to bid at the Auction Site or online. The Auction Company reserves the right to refuse or revoke permission to bid online and to remove online bidding privileges during the Auction. To the extent that online or internet bidding is available, the following terms and conditions will apply: 12.1. Online Bidding Registration. Any Registered Bidder desiring to bid online, or to establish the possibility of bidding on line, is required to create an online bidding account at Proxibid.com by completing all necessary online forms and providing required information. 12.2. Auction Site Notices and Announcements. Any Registered Bidder participating at the Auction online is responsible for making himself, herself, or itself aware of notices and announcements made or given at the Auction Site. 12.3. Posted Times. All times are based on the Eastern Standard Time zone unless stated otherwise. Posted closing times and time displays at the Auction Site and online are approximate. The Auction Company reserves the right to close early or extend the Auction at any time at its sole and absolute discretion. 12.4. Responsibility for Online Bids. If a Winning Bid is sent to the Auction Company from the computer of a Registered Bidder, such Registered Bidder is responsible for paying the Purchase Price for the Lot against which the bid was recorded. 12.5. No Amendment or Retraction of Online Bids. Online bids may not, under any circumstances, be amended or retracted. 12.6. Online Bidding Increments. While the Calling Auctioneer may, at the Calling Auctioneer’s discretion, vary bid increments at the Auction Site, Registered Bidders bidding online may only bid in whole bidding increments. 12.7. Competing Online and Onsite Bids. In the event of contemporaneously made online and onsite bids, the Auction Company or the Calling Auctioneer will determine which bid is the successful bid, and the bid made at the Auction Site will generally take precedence. 12.8. Records of Online Sales. The record of sale kept by the Auction Company will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to a Registered Bidder bidding online and the record of sale kept by the Auction Company, Auction Company’s record of sale will govern. 12.9. Technical Considerations. The Auction Company will not be responsible for errors or failures to execute bids placed over the internet, including, without being limited to, errors or failures caused by: (i) a loss of connection; (ii) a breakdown or problems with the online bidding software and/or (iii) a breakdown or problems with a Registered Bidder’s internet connection, computer, or system. 12.10. Failure to Execute Online Bids. Execution of on-line internet bids is a service undertaken subject to other commitments at the time of the sale and the Auction Company does not accept liability for failing to execute an online bid or for errors or omissions in connection with this activity. 12.11. Auto Extend Feature. Any set Bidding Period for an online Auction or a live Auction with an online component (at the conclusion of which the Auction is scheduled to close) will include an auto-extend feature. At this Auction, the auto-extend feature is set at two (2) minutes. This means that, if an on-line bid is registered in the last 2 minutes immediately prior to the end of the Auction for a particular Lot, the online auction system will automatically extend the bidding time for an additional two (2) minute interval, and will continue to do so, until there is a two (2) minute period after the original closing time during which no online bids are received; then bidding will close on that Lot. 12.12. Disclaimer of Warranty and Release. Each Registered Bidder acknowledges and agrees that such Registered Bidder’s access to, and use of the website www.proxibid.com is at such Registered Bidder’s sole risk, responsibility and obligation. Neither the Auction Company nor the Seller represent or warrant that the website will be uninterrupted, error-free or virus-free; nor do they make any representation or warranty as to the results that may be obtained from the use of the website, or as to the accuracy, completeness, reliability, security, or currency of the website. 13. Absentee Bids; Execution of Absentee Bids. Absentee bids may be accepted in the Auction Company’s sole and absolute discretion. Absentee bids will be executed on behalf of Absentee Bidders by the Auction Company or by an employee, agent, representative, or independent contracting working with the Auction Company. Unless otherwise agreed between the Auction Company and an Absentee Bidder, bidding on behalf of an Absentee Bidder may commence at a percentage of the maximum amount of the Absentee Bid determined by the Auction Company in the Auction Company’s sole and absolute discretion. The Auction Company will make all reasonable efforts to execute Absentee Bids, but aggressive bidding by Bidders in attendance at the Auction may render the execution of an Absentee Bid impracticable. The Auction Company shall have no liability to an Absentee Bidder for the failure to execute an Absentee Bid. Each Absentee Bidder acknowledges and agrees that Property subject to an Absentee Bid may be sold to another Bidder for the maximum amount of the Absentee Amount based a bidding sequence that causes another Bidder to reach the such amount first. If the execution of an Absentee Bid at its maximum amount would require the Auction Company to accept a bid that is less than a full bidding increment, the Auction Company shall have the sole and absolute discretion to accept or reject such bid. Unless an Absentee Bidder has authorized the Auction Company, in writing, to advance the bidding by one or more bidding increments after the maximum amount of the Absentee Bid is reached, the Auction Company will cease executing bids on behalf of the Absentee Bidder if the next bid increment would cause the Absentee Bidder’s bid to exceed the amount of the Absentee Bid, even if the last bid executed on behalf of the Absentee Bidder is less than the maximum amount of the Absentee Bid. 14. Bid Increments. Bid increments are established and controlled by the Auction Company or the Calling Auctioneer. 15. Registered Bidders Responsible for Bids Placed on Bidder Number. Each registered bidder is responsible for the Bidder Number issued to such Registered Bidder. The Auction Company is not responsible for monitoring or policing the use of Bidder Numbers, and each Registered Bidder is responsible for all bids made on the Bidder Number issued to such Registered Bidder even if the Registered Bidder claims that the Bidder Number was lost or stolen, unless notice of a lost or stolen Bidder Number was provided to the Auction Company prior to an unauthorized bid being made. Absent a clerical error, the recording of bids against a Bidder Number shall be conclusive as to the making of such bid by, or on behalf of, the Registered Bidder. 16. Withdrawal of Lots. The Auction Company has the right before or during the Auction to Withdraw from the Auction any or all Lots, whether listed in a Catalogue or otherwise. The Auction Company has the right to group and regroup items comprising Lots to be offered at the Auction, or to separate items from previously established Lots 17. The Buy it Now Feature. If a Lot is subject to a Buy it Now Feature, a Registered Bidder may elect to purchase the Lot at the Buy it Now Price at anytime prior to the Auction Company’s receipt of the first competitive bid for such Lot. Once a bid has been received and acknowledged by the Auction Company on a Lot having a Buy it Now Feature, the Buy it Now Feature will terminate and be of no further effect. 18. Winning Bidder/Buyer. Pursuant to these Bidder Terms and Conditions, the Registered Bidder making the Winning Bid for Property offered for sale at the Auction shall be the Buyer of such Property. 19. Property Sold “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”. THE PROPERTY IS BEING OFFERED AND SOLD IN ITS “AS IS/WHERE IS” CONDITION AT THE TIME OF THE AUCTION, WITH ALL FAULTS INCLUDING ANY HIDDEN DEFECTS OF ANY NATURE. NEITHER AUCTIONEER NOR SELLER MAKES ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE NATURE, VALUE, SOURCE, AUTHENTICITY, FITNESS, MERCHANTABILITY, AND/OR ANY OTHER ASPECT OR CHARACTERISTICS OF THE PROPERTY. NO STATEMENT ANYWHERE, WHETHER EXPRESS OR IMPLIED, INCLUDING VERBAL STATEMENTS MADE BY AUCTIONEER OR CALLING AUCTIONEER, SHALL BE DEEMED A WARRANTY OR REPRESENTATION BY AUCTIONEER OR SELLER REGARDING THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE ARE NO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. The BUYER OF THE PROPERTY AGREES THAT HE, SHE, OR IT CANNOT RELY, AND HAS NOT RELIED, ON ANY REPRESENTATION, WARRANTY, OR GUARANTY MADE BY THE SELLER OR ANYONE ACTING AS AGENT OF THE SELLER, ORALLY OR IN WRITING, ABOUT THE PROPERTY. 20. Announcements. Subject to the limitation set forth in Paragraph 19 of these Bidder Terms and Conditions, all terms and conditions and other announcements made by the Auction Company on the day of the Auction are binding and take precedence over any advertisements or listings. 21. Preview. Auction preview shall be held at the Auction Site on SUNDAY, March 29 from 12:00 p.m. through 2:00 p.m. 22. Bidder’s Inspection. Each Bidder is provided with the opportunity to view the items in person at the scheduled Public Preview Session prior to bidding. It is the Bidder's sole responsibility to determine condition, age, genuineness, value or any other determinative factor. By bidding, each Bidder acknowledges and agrees that such Bidder has had a full and fair opportunity to inspect the Property, and is relying solely on the Bidder’s inspection and investigation (i) in determining whether to bid, (ii) in determining the amount to bid, and (iii) in bidding. 23. The Auction Company Not the Seller. Unless otherwise expressly stated, the Auction Company is the Seller’s agent, and is not the seller of the Property, or any of it, and shall have no seller liability whatsoever. Without limiting the generality of the foregoing, under and pursuant to Musser v. Vilsmeier Auction Company, Inc., 522 Pa. 367, 563 A.2d 279 (1989), the Auction Company is not liable to any Buyer or to any third-party under a theory of products liability. The Auction Company is not responsible for any acts or omissions of the Seller. 24. Descriptions of Property. Any description of the Property, or any of it, has been provided by the Seller, or is based solely on visual inspection, and is given solely for identification purposes, and does not create any warranty, expressed or implied, or representation by the Auction Company. No sale will be invalidated by reason of any defect or inaccuracy in any of the items or lots by reason of their being incorrectly described orally or written, invoiced or cataloged, and no liability will be borne by the Auctioneers, licensees, employees and agents in respect to any such faults or errors. All information has been prepared only as a guide and is not offered as completely accurate, nor does it give the Bidders all of the information on the item or lot. All information and descriptions contained in advertising this sale are believed correct, but no responsibility is assumed by Auction Company or Seller for any errors or omissions. 25. Sale of Personal Property. Under and pursuant to 13 Pa.C.S.A. § 2328(b) of the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania, a sale of Personal Property by Auction is complete when the Auction Company so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the Calling Auctioneer may in the Calling Auctioneer’s discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling. Not withstanding 13 Pa.C.S.A § 2201(a) of the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania, by operation of these Terms and Conditions and 13 Pa.C.S.A. § 2328(b), no additional or further writing shall be required to evidence the existence of a contract for sale of any Personal Property Knocked-Down at the Auction, regardless of the Final Purchase Price, and these Bidder Terms and Conditions, together with the Auction Company’s clerking sheets or other physical or digital notation identifying the Personal Property, the Hammer Price, and the Buyer, shall be conclusive evidence as to the terms of the sale. 26. Bidding by or on Behalf of the Seller. In accordance with 13 Pa.C.S.A. § 2328 bids may be placed by the Auction Company, an employee of the Auction Company, or the Seller or an agent on the Seller’s behalf. 27. Sale of the Real Property. (a) The Real Property is being With Reserve. (b) Seller and the Winning Bidder will enter into a Realty Purchase and Sale Agreement. The Realty Purchase and Sale Agreement is available for review prior to the Real Property being offered, and the terms and conditions of the Realty Purchase and Sale Agreement and included in and made a part of these Bidder terms and Conditions. (c) On the execution of the Realty Purchase and Sale Agreement, the Winning Bidder must make a Deposit in the amount of ____________________ Dollars ($_______________). (d) The Deposit may be paid, in cash or its equivalent, by certified funds, by credit card, or by approved personal or company check. (e) There will be no Buyer contingencies to the sale of the Real Property. (f) The Auction Company may take breaks or recesses during the bidding on the Real Property, and such breaks or recesses shall not terminate the bidding or the Auction unless expressly stated. The Auction Company may suspend bidding on the Real Property and return to the sale of Personal Property without declaring a No Sale of the Real Property. A No Sale of the Real Property shall only occur if the Auction Company declares a No Sale in those terms, or if the Auction concludes in its entirety without the Real Property having been sold. The Auction may continue as an online Auction if announced by the Auction Company. (g) Where a bid is made while the hammer is falling in recognition of a prior bid the Auction Company may, in the Auction Company’s discretion, recognize the bid on which the hammer was falling or reopen the bidding. 28. Conduct of the Auction. The Auction Company shall regulate all matters relating to the conduct of the Auction and the Auction Company’s decision shall be final and binding. Any dispute arising as to any bidding shall be settled by the Auction Company or the Calling Auctioneer, who may, but shall not be required to, put an item up for sale again. 29. All Sales Final. ALL SALES ARE FINAL. 30. Sales Tax. Subject to applicable exemptions, if any, each Buyer shall be responsible for the payment of Pennsylvania Sales Tax for each item of Personal Property Knocked-Down at the Auction, which sales tax shall be collected by the Auction Company at the time payment is made. 6% Pennsylvania Sales tax is not applicable to items of Personal Property delivered to Buyer’s outside the Commonwealth of Pennsylvania. NOTE: 6% PA Sales Tax will be added to purchases if the personal property being sold is sold at an address other than the owner’s personal residence. If your address is out-of-state you will be considered PA Sales Tax Exempt. If you have a Pennsylvania address but are PA Sales Tax Exempt, please email our office to request the exemption form. A completed form must be on file BEFORE the auction ends. deb@dilliardauctions.com 31. Realty Transfer Tax. Pennsylvania Realty Transfer Tax shall be calculated on the Purchase Price for the Real Property, and will be split equally between Seller and Buyer. 32. Payment. All Personal Property must be paid for in-full by the Buyer on the day of the Auction, at or before the conclusion of the Auction, and before any Property is removed from the Auction Site by or on behalf of the Buyer. On-site purchases may be paid by credit card (Visa, Mastercard, American Express or Discover) or approved check. Online purchases must be paid by credit card. Notwithstanding the foregoing, purchases totaling in excess of One Thousand Dollars ($1,000.00) may be paid via wire transfer (contact deb@dilliardauctions.com for wire instructions prior to bidding). Payments are calculated in U.S. Dollars. Online Bidders and Absentee Bidders will have their credit card charged for their total purchase price, plus any applicable tax, at the conclusion of the auction. Thereafter, there will be a second charge for shipping and handling, once calculated, prior to shipping. Any credit card charge that is declined for any reason, will result in a Twenty-five Dollar ($25.00) service fee to the Registered Bidder. 33. Pick-up and Removal; Shipping. ***Buyer agrees to pay a $30 FEE if items are not picked up and have to be transported and/or stored. After (1) week these items will be considered abandoned and ownership reverts back to seller or auction company with no refund. Unless otherwise agreed, Buyers within two (2) hours driving distance from the Auction Site will pick-up and remove their purchases. Pickup and removal will be from the Auction Site on WEDNESDAY, April 1, 2015 from 5:00 p.m. through 7:00 p.m. Each Buyer is solely responsibly for the disassembly, removal, and transportation of the Property purchased by such Buyer. Disassembly and removal shall be done in a workmanlike manner, and each Buyer shall indemnify and hold harmless both the Auction Company and Seller against any and all damage caused by the acts of the Buyer, or such Buyer’s employees, agents, representatives, or independent contractors , in connection with the disassembly or removal of any Personal Property. Any and all damages to the Auction Site, including, without being limited to damages to land or buildings, caused by a Buyer or by an employee, agent, representative, or independent contractor of a Buyer, shall be repaired by, or at the expense of, such Buyer to the satisfaction of the Auction Company and Seller. 34. Shipping and Handling. Unless otherwise agreed, Buyer’s beyond two (2) hours driving distance from the Auction Site will have their purchases shipped. For all items being shipped, a handling fee will be charged in addition to the shipping cost. The handling fee is Fifteen Dollars ($15.00) per box to U.S. addresses and Twenty-five Dollars ($25.00) per box to international addresses. The Auction Company will attempt to ship via the most cost effective carrier and manner; provided, however, that the Auction Company has the final decision as to the most appropriate shipping method. The Auction Company uses FedEx & USPS. Every effort is made to have all items shipped within Twenty-one (21) days. Buyer’s should contact the Auction Company immediately on the close of the Auction (deb@dilliardauctions.com) with any special shipping/packing/handling requests. Once an item is packed no shipping or packaging changes can be made. For freight, the Buyer is responsible for choosing a freight Company and for coordinating pick-up and delivery. 35. Furniture; Heavy or Large Items. Any furniture or other large or heavy items that cannot be shipped via USPS or FedEx, must be picked-up or freighted at the Buyer’s expense. Each Buyer is responsible for hiring a freight carrier of such Buyer’s own choosing. The Buyer must schedule the freight carrier to pick up the Buyer’s purchases during the scheduled pickup session. 36. Extra Fragile Items. In its discretion, the Auction Company may make a determination that Property is too fragile for the methods used for routine packing and shipping. At the Auction Company’s discretion, and without any prior or further notice to the Buyer, such items will be delivered to a third party shipper and there will be additional fees to insure that the items are shipped in the most secure way. It is the Buyer’s responsibility to contact the Auction Company (deb@dilliardauctions.com) to verify whether any items are considered extra fragile and will be shipped this way. 37. Abandoned Items. Any items not paid in full, not picked up during the pickup session, or for which payment has not cleared for shipping, will be considered abandoned and ownership of those items will return to the Seller or to the Auction Company. Under such circumstances, any payments made by or on behalf of the Buyer are non-refundable. 38. Returned Checks. Any checks that are returned unpaid shall be subject to a returned check fee in the amount of Twenty-five Dollars ($25.00). In addition to the foregoing, the Auction Company shall be entitled to recover, from the issuer of a returned check, all costs and expenses, including attorneys fees, for the collection of payment made in the form of a check that has been returned unpaid. 39. No Stop Payment Orders or Credit Card Charge-Backs. Each Registered Bidder agrees that such Registered Bidder will not, under any circumstances, (i) issue a stop payment order with respect to any checks issued at or in connection with the Auction, or (ii) initiate a credit card charge-back with respect to any purchases at the Auction. Each Registered Bidder further agrees that if, in violation of these Terms and Conditions, a stop payment order is issued or a credit card charge-back is initiated by such Registered Bidder, these Bidder Terms and Conditions shall be conclusive evidence of the Registered Bidder’s (i) waiver of any rights to issue a stop payment order or to initiate a credit card charge-back, and (ii) agreement not to issue a stop payment order or to initiate a credit card charge-back; and each Registered Bidder acknowledges and agrees that on the Auction Company’s presentation of these Bidder Terms and Conditions to the bank, credit card company, or other financial institution against which a check was drawn or that issued the credit card on which charges were made, such bank, credit card company, or other financial institution shall reverse any stop-payment order and/or deny any credit card charge-back, and shall re-credit all amounts to or for the account of the Auction Company. If, in violation of these Bidder Terms and Conditions, a Registered Bidder issues a stop payment order or initiates a credit card chargeback, such Registered Bidder, even if successful, shall remain liable for all purchases made at the Auction, and shall be responsible for all costs and expenses, including attorneys’ fees, incurred by or on behalf of the Auction Company or Seller in challenging the stop payment order or credit card charge-back and in collecting payment for the Property purchased at the Auction. Each Registered Bidder agrees that the agreement not to issue a stop payment order or to initiate a credit card charge back is a condition to the issuance of a Bidder Number to such Registered Bidder, and is being made as an inducement for the Auction Company to accept such Registered Bidder’s Bidder Registration and to issue a Bidder Number. Each Registered Bidder acknowledges and agrees that the Auction Company is relying on the Registered Bidder’s agreement not to issue a stop payment order or to initiate a credit card charge back in accepting such Registered Bidder’s Bidder Registration and in issuing a Bidder Number. 40. Claims. No claims or returns will be allowed after the items or lots have been removed from the Auction Site. No claim will be allowed for adjustments or rescission of any sales based upon the failure of the item or lot to correspond with any standard and/or expectation of the Buyer. 41. Escrow. Each Registered Bidder acknowledges and agrees that, by contract and by statute, the Auction Company is required deposit Auction proceeds into escrow until the net proceeds are paid-over to Seller within a reasonable period after the Auction. As such, any claims that, notwithstanding other provisions of these Bidder Terms and Conditions, are made against or with respect to, the Property, any proceeds from the sale of the Property, or against the Auction Company, must be made to the Auction Company in writing within thirty (30) days after the date of the Auction. 42. Risk of Loss. Risk of loss passes to the Buyer as Property is Knocked-Down at the Auction. Absent gross negligence or intentional misconduct, neither the Auction Company nor Seller shall be liable for any loss or damage to Property after it is Knocked-Down. 43. Indemnification. Each Bidder agrees to indemnify and hold the Auction Company and Seller harmless from any current or future claim regarding the Auction or the Property, including, without being limited to, fitness, use, damage, safety, or injuries to persons or property. 44. Private Sale. No Participant or Registered Bidder shall offer to enter into a Private Sale for the purchase of all or any portion of the Property prior to or during the Auction. 45. Bid Pooling. Bid pooling occurs when Bidders collude to regulate, and artificially suppress, bidding in and effort to reduce the Hammer Price of items offered at auction. Bid pooling is a felony. Anyone participating in bid pooling will be prosecuted to the fullest extent of the law. 46. Theft. Theft is a serious offense, and, if discovered, will be prosecuted to the fullest extent of the law. Instances of theft will result in immediate termination of bidding and removal privileges. 47. Governing Law; Jurisdiction; Venue. These Bidder Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, including its statutes of limitations, but without regard to its rules governing conflict of laws. All claims, disputes, and other matters between the parties shall be brought in the state or federal courts sitting in and for CENTRE County, Pennsylvania, which courts shall have exclusive jurisdiction, and shall be the exclusive venue, for any and all such claims, disputes, and other matters. By submitting a Bidder Registration and accepting a Bidder Number each Registered Bidder irrevocably and unconditionally (i) agrees that any claim, suit or cause of action relating to these Bidder Terms and Conditions, or the transactions contemplated hereby, shall be brought in the in the state or federal courts sitting in and for CENTRE County, Pennsylvania; (ii) consents to the jurisdiction of such courts for any such claim, suit or cause of action; (iii) waives any objection that such party may have to the laying of venue of any such claim, suit or cause of action in such courts; and (iv) waives any objection to the bringing of such claim, suit or cause of action in such courts on the grounds of forum non conveniens. 48. Attorneys’ Fees. If any Participant, Bidder or Registered Bidder breaches his, of, her, or its obligations under these Bidder Terms and Conditions, the Auction Company and/or Seller shall be entitled to recover all costs and expenses, including attorneys’ fees incurred in enforcing their rights hereunder. 5. Continued Definitions The following definitions apply to these Bidder Terms and Conditions: “Absentee Bid” means a bid on Property offered at the Auction that has been submitted to the Auction Company by an Absentee Bidder with instructions for the execution of such bid on the Absentee Bidder’s behalf during the Auction. “Absentee Bidder” means a person or entity who has submitted an Absentee Bid. “Auction Site” means 504 Washington St, Huntingdon, PA 16652. “Auction” means the public auction sale at which the Property (as defined below) is offered for sale, or is scheduled to be offered for sale, and at which the Auction Company solicits bids, or is scheduled to solicit bids, for the Property. “Bidder” means any person or entity that makes a bid at the Auction, whether in person, by proxy, by telephonic communications, through an Absentee Bid, or otherwise. “Bidder Number” or “Paddle Number” means the number issued to a Registered Bidder (as defined below) for the purposes of identifying bids made at the Auction to such Registered Bidder. “Bidding Period” – The time period during which bids may be tendered against any Lot, as more particularly described in Section __ of these Bidder Terms and Conditions. “Bidder Registration” means the information provided to the Auction Company by a prospective Bidder in order to register at the Auction and be issued a Bidder Number, including the prospective Bidder’s agreement to be bound by these Bidder terms and Conditions. “Bidder Terms and Conditions” means these Bidder Terms and Conditions. “Buyer” means, with respect to each item of Property Knocked-Down (as defined below) at the Auction, the Winning Bidder (as defined below). “Buyer’s Premium” means an amount with respect to each item of Property sold at the Auction, calculated as a percentage of the Hammer Price (as defined below), that is payable by the buyer to the Auction Company for the Auction Company’s own account. The Buyer’s Premium is added to the Hammer Price to determine the Purchase Price. “Buy it Now Feature” – If expressly applicable to a Lot, the Buy it Now Feature permits a Registered Bidder to elect to purchase the Lot online at the Buy it Now Price at anytime prior to the Auction Company’s receipt of the first competitive bid for such Lot. If a bid is received and acknowledged by the Auction Company on a Lot having a Buy it Now Feature before the Buy it Now Feature is elected by a Registered Bidder, the Buy it Now Feature will terminate and be of no further effect. “Buy it Now Price” – The set price, before the application of the Buyer’s Premium, for any Lot subject to a Buy it Now Feature. If the Buy it Now Feature is exercised by a Registered Bidder, the Purchase Price for such Lot will be an amount equal to the Buy it Now Price plus the Buyer’s Premium “Calling Auctioneer” with respect to each item of Property offered for sale at the Auction means the individual auctioneer calling for bids on such Property. “Catalogue” – Any printed, online, and/or electronic auction catalogue made available by the Auction Company in connection with the Auction, as the same may be amended from time to time, which Catalogue includes a description of Lots to be offered for sale at the Auction. “Commission” – The amount payable by a Seller to he Auction Company for its services, calculated as a percentage of the Hammer Price. “Excluded Property” means the personal property, if any, located at the Auction Site that is excluded from the Auction, and that will, therefore, not be offered for sale at the Auction. “Fall of the Hammer” means the point at which the Calling Auctioneer announces (either verbally, by the clap of a gavel, or by other customary manner), that bidding has been completed with respect to the item of Property being offered for sale. “Hammer Price” means, with respect to each item of Property offered at the Auction, the price established when such Property is Knocked-Down by the Calling Auctioneer. “High Estimate” – The amount, based on its internal calculations and industry knowledge, that the Auction Company anticipates that a Lot may bring at the high end of the spectrum at a well-advertised and well-attended auction with more than one interested bidder. The High Estimate is not a valuation and cannot be relied on as such. “Knocked-Down” or “Knock-Down” means the act of the Calling Auctioneer in acknowledging the highest bid for an item of Property by dropping the hammer or gavel, announcing “sold”, or by giving a similar such indication. “Lot” – refers to (i) each item of Property offered by itself, or (ii) any grouping of items that are aggregated for a single sale at the Auction, as the case may be. “Low Estimate” – The amount, based on its internal calculations and industry knowledge, that the Auction Company anticipates that a Lot may bring at the low end of the spectrum at a well-advertised and well-attended auction with more than one interested bidder. The Low Estimate is not a valuation and cannot be relied on as such. “No Sale” -means, with respect to any item of the Property, that such Property has been offered at the Auction but was not Knocked-Down or sold (i) because no bids were accepted for such Property, (ii) because the Reserve Price, if any, was not met, (iii) because the Seller, has not confirmed the sale the Real Property for any reason, or (iv) because of any other reason. A No Sale does not occur if bidding is suspended without the express declaration of a “No Sale”. “Participant” means any person who attends the Auction or who participates in the Auction (in person or remotely by electronic means or otherwise), whether or not such person is a Registered Bidder. “Personal Property” means the tangible and moveable property offered at the Auction. “Private Sale” means an event in which the Property, or any of it, is sold by Seller, or on Seller’s behalf, other than by the Auction Company at the Auction. “Private Sale Price” – The fair market purchase price of the Property, or any of it, paid, or agreed to, at a Private Sale in an arms-length transaction between Seller and the buyer of such Property. If the Property, or any of it, is sold through a Private Sale for less than its fair market value, or in a transaction that is not an arms-length transaction, or is gifted by Seller, the Private Sale Price, for the purposes of this Agreement, will be an amount equal to the fair market value of the Property in an arms-length transaction. “Property” means the Real Property and the Personal Property offered through the Auction. “Purchase Price” means, with respect to each Lot Struck Off at the Auction, the Hammer Price (or, if the Buy it Now Feature is available and elected, the Buy it Now Price) plus the Buyer’s Premium. “Real Property” means that certain parcel of real property, with improvements thereon, located at ______________________________________________________. “Registered Bidder” means a person or entity that has registered to bid at the Auction. “Removal Period” means the period during which Personal Property Knocked- Down at the Auction is to be removed from the Auction Site. “Reserve” or “With Reserve” – Refers to circumstances under which a seller of property offered at auction reserves the right to accept or decline any and all bids up to a specified Reserve price established by such seller. If the bidding reaches the specified Reserve Price, property offered With Reserve will be sold to the highest bidder at any price equal to, or in excess of, the Reserve Price. “Reserve Price” – The minimum price that Seller is willing to accept for Property that is expressly subject to a Reserve. “Seller” means the owner of property offered for sale at the Auction. “Seller’s Confirmation” means that Property is offered subject to Seller’s confirmation or approval of the final bid amount reflected by the Hammer Price. When Property is offered subject to Seller’s Confirmation, Seller may accept or reject the final bid amount reflected by the Hammer Price. “Struck Off” or “Strikes Off” – Property is Struck Off at auction, or an auctioneer Strikes Off Property when the Calling Auctioneer acknowledges the highest bid by dropping the hammer or gavel, announcing “sold”, or by giving a similar such indication. Property may be Struck Off electronically at the conclusion of a timed auction event. “Winning Bid” means, with respect to each item of Property Knocked-Down at the Auction, the highest bid received and accepted for such Property. “Winning Bidder” means, (i) with respect to each item of Personal Property Knocked-Down at the Auction, the Registered Bidder whose Bidder Number is recognized as having been used to make the Winning Bid, and (ii) with respect to the Real Property, the Registered Bidder whose Bidder Number is recognized as having been used to make the highest bid that is, thereafter, confirmed and accepted by the Seller. “Withdrawn”, “Withdrawal”, or “Withdraw” – Refers to the circumstance in which Property with removed or withdrawn from the Auction, or from the catalogue in advance of the Auction, or in which it is otherwise determined that Property will not be offered or sold at the Auction.