Property 5: New Market

BUYER PREMIUM: The highest bidder acknowledges that there is a six percent (6%) Buyer's Premium which will be added to the final bid price to be paid by the highest bidder and will be incorporated into the total selling price. The highest bidder also will acknowledge that Maas Companies, Inc. is the Agent for the Seller. Independently, if applicable, a one percent (1%) Broker Participation Fee will be due from the Seller to the Broker representing the highest bidder who registers with Maas Companies Inc prior to the completing their on-line registration. Said participation fee shall be paid when the highest bidder, registered by said broker, closes on the purchase of the property. Broker Participation is not required. 1. Purchaser shall remit a wire transfer as a non-refundable initial deposit "the Deposit" equaling 20% of the purchase price in escrow within 24 hours of the sale. The Deposit money shall become Earnest Money Deposit and is non-refundable. The Earnest Money Deposit will be refunded only if the Seller is unable to deliver clean title. If any date for the performance of any required action under this Agreement falls on a holiday or during the weekend, the date for performance shall be extended to the next business day. 2. The Purchaser shall have until July 29, 2017 "Closing Date" to close on the Property. Seller shall determine the time and place of closing. If the Purchaser is not ready to close by the Closing Date, any extension, if granted by Seller, shall be conditioned on all pro rations and adjustments being determined as of the Closing Date and the payment of an additional non-refundable deposit. 3. This sale is not contingent upon the ability of the Purchaser to secure financing, sell another property or any contingencies whatsoever. 4. Purchaser expressly warrants the purchase is being made in AS IS CONDITION and solely based upon Purchaser's examination of the Property, and without any expressed or implied warranties of the Auction Company or Seller. The Property is sold and the Purchaser agrees to accept the Property in its present condition, AS IS, with all faults, in all respects, subject to utility easements, zoning ordinances, and any other restrictions of record. Seller is not responsible for any removal of trash, scrap, furniture, fixtures, chemicals or any other personal property and may become property of the Purchaser. Purchaser acknowledges the opportunity it was afforded for physical, environmental, lead, radon or other inspections prior to execution of the auction and hereby waives any further right to additional inspections. No warranties as to physical condition, environmental condition, habitability, suitability to particular purpose, tenancies, or compliance with any laws, codes or ordinances, including those relating to water supplies and septic systems "Deficiencies" are made by the Seller, unless specifically stated herein. 5. If prior to the Closing Date condemnation proceedings are commenced against any portion of the Property, Purchaser shall have the right to appear and defend in such condemnation proceedings, and any award in condemnation shall become the property of Purchaser and the purchase price shall not be reduced. 6. Risk of loss by damage or destruction to the Property prior to the closing shall be borne by Seller. In the event any such damage or destruction is not fully repaired prior to the Closing Date, Purchaser, at its option, may either (a) terminate this Agreement, or (b) elect to close the transaction, in which event Seller's right to all insurance proceeds (if any) resulting from such damage or destruction shall be assigned in writing by Seller to Purchaser. 7. Any inspections previously made by Purchaser or his/her/their representatives were done at Purchaser's expense and for his/her/their information only. Cost and responsibility for curing Deficiencies, if any, is the Purchaser's, and the correction and cure of any Deficiencies shall not be a condition of this sale or in any way affect Purchaser's obligations under this Agreement. 8. Utilities, income, rents and any other matters appropriate for prorating and adjustment shall be prorated between the Seller and the Purchaser to the Closing Date. Any installments for local improvements not due and payable at the time of closing shall be paid for by the Purchaser as they thereafter become due. The Property taxes will be prorated between the Seller and the Purchaser to the Closing Date. Purchaser should not rely solely on past property taxes as a guide to future property assessments and taxes as Indiana property tax laws have been subject to significant change in the recent past. Closing fees, if any, will be shared equally between Seller and Purchaser except for those fees specific to Seller or Purchaser, i.e. recording fees. 9. Any security deposits on account with Seller as may be applicable to each particular location on the Closing Date will be paid over to Purchaser to be held as security deposits. Property is being sold subject to the rights of any tenants. 10. The Seller shall be required at his own expense to furnish to the Purchaser prior to the Closing Date, a preliminary binder of title insurance by a recognized title company, showing good and marketable or insurable title to the Property. On the Closing Date, the Seller shall tender to the Purchaser an insurable deed to the Property free and clear of all liens and encumbrances except for easements, restrictions and covenants of record together with an owner's policy of title insurance. Stewart Title is the escrow agent and shall act as closing agent with respect to the closing of this sale. 11. The Auction Company was retained by the Seller and has functioned throughout the transaction as an agent for the Seller exclusively. I.C. 25-34.1-10-9.5 provides that the Licensee (Auction Company) has an agency relationship with, and represents the interests of the Seller as Seller's agent to sell the Property. Auction Company owes duties of trust, loyalty, confidentiality, accounting and disclosure to the Seller. However, Auction Company must deal honestly with Purchasers and disclose certain information to the Purchasers about the Property. All representations made by Auction Company about the Property are made as the agent of the Seller. 12. If the Purchaser fails to comply with this Agreement, the Earnest Money Deposit shall be forfeited. The Seller shall be entitled to pursue all other available legal and equitable remedies against Purchaser, including but not limited to holding Purchaser liable for any deficiency resulting from a subsequent resale. 13. Purchaser acknowledges that the auction and auction site may pose obvious, hidden, and unknown dangers, defects, and other perils. Purchaser agrees to assume the risk of all injury, loss, and/or death from any cause whatsoever, and to indemnify Auction Company and Seller and hold them harmless for any injury, death, or other damage to person or property while attending the auction or at the auction site before or after the auction. 14. In the event of any litigation arising out of this sale, this Agreement or any breach thereof, the successful party in any litigation shall be entitled to attorney fees and all costs of litigation. 15. In an action concerning any aspect of this Agreement, Purchaser agrees to submit irrevocably, at Seller's election, to the jurisdiction and venue of the United States Bankruptcy Court for the Southern District of Indiana and agrees to waive any right of removal. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, notwithstanding any conflict of laws and/or provisions. 16. This Agreement constitutes the entire agreement between Seller and Purchaser and supersedes all prior discussions, negotiations and agreements, whether oral or written; however, it is subject to the terms of any applicable order entered in the Seller's bankruptcy case and it is subject to the further authority of the Bankruptcy Court over the Seller, the Property, and this transaction. It is mutually agreed that this Agreement shall be binding and obligatory upon the undersigned, their separate heirs, administrators, executors, assigns and successors in interest of the undersigned. Purchaser may not assign this Agreement to any other party voluntarily without the Seller's consent. 17. No amendment, alterations or withdrawal of this Agreement shall be valid or binding unless made in writing and signed by both Seller and Purchaser. The Buyer acknowledges that the Buyer has inspected the property and is purchasing the property on an "as is, where is with all faults" basis. The Buyer also acknowledges that there are no express or implied representations or warranties by Seller as to physical conditions, quality of construction, workmanship, or fitness for any particular purpose. The Buyer further acknowledges that the information and descriptions are believed by the Seller to be accurate, however, such information and descriptions are not guaranteed. ADDITIONAL TERMS: The Buyer agrees to be bound by the terms of these terms and conditions and agrees to execute any additional documents to proceed with the purchase of the property under the terms of this offer. Bids submitted on Proxibid are binding and irrevocable. Bidders further acknowledge that the property is selling subject to owner confirmation. . See Bidder Kit for complete terms. MANNER OF SALE: The Buyer understands that the sale is subject to and conditioned on Seller's approval. At such time if the offer is accepted, the Seller will execute the purchase agreement. Seller reserves the right to accept or reject any offer. Bidders are bound by their bidding via Proxibid, at no time may a buyer revoke a bid. The order and manner of the bidding may be altered at the time during the process. ANY ANNOUNCEMENTS MADE DURING THE AUCTION PROCESS WILL TAKE PRECEDENCE OVER MATERIAL PUBLISHED ABOUT THIS EVENT. This auction is related to United States Bankruptcy Court, Southern District of Indiana, Terre Haute Division, Case No. 17-80004-JJG-11.