Full Bidder Terms and Conditions

These Bidder Terms and Conditions (“Terms”) apply to auctions conducted by BRIGHT STAR REALTY AND AUCTIONS, LLC and constitute a legal, valid, binding, and enforceable contract between Auctioneer and the Bidder. These Terms also form the basis for the final contract of sale between the Seller and the Buyer.

1.           Auctions Conducted Under These Terms. The Auction is conducted under and in accordance with these Terms, the Terms posted on Auctioneer’s website, applicable law, and any announcements or corrections made by Auctioneer during the Auction. By participating in the Auction, whether at the auction site, online, telephonically, or through any other means (including Absentee Bid), Bidder agrees to be bound by, and to abide by, these Terms.

2.                    Auctioneer’s Licensing and Bonding. Auctioneer is licensed and bonded where required.

3.                   Definitions. The following definitions apply to these Bidder Terms for each auction conducted by Auctioneer: “Absentee Bid” means a bid submitted in advance by an Absentee Bidder for the execution during the Auction. “Absentee Bidder” means a person or entity that submits an Absentee Bid.

“Absolute Auction” applies only if and when expressly indicated and means that property is to be sold to the highest bidder regardless of the amount of the final bid, with no limiting conditions, restrictions, or reservations. UNLESS SPECIFICALLY AND EXPRESSLY STATED BY AUCTIONEER IN WRITING, NO PROPERTY IS BEING SOLD ABSOLUTE OR AT AN ABSOLUTE AUCTION.

“Auction” means the auction sale at which Auctioneer solicits bids or is scheduled to solicit bids.

“Auction Site” means the physical location of the Auction, or, for an Auction conducted entirely online, the location at which Property may be inspected.

“Bidder Number” means the number or other identifier issued by Auctioneer to a Registered Bidder for the purposes of identifying bids to such Registered Bidder.

“Bidder Registration” means the information provided by a prospective Bidder, the process of registering such prospective Bidder to bid at the Auction, and the prospective Bidder’s agreement to be bound by these Terms.

“Broker Participation Fee” means an amount that is paid to a broker who has participated in procuring a Buyer, or has otherwise assisted in facilitating the sale of Property at the Auction, under the Terms and in the amount established by Auctioneer.

"Buyer" means the Winning Bidder with respect to each parcel of Real Property.

"Buyer's Premium" is an amount with respect to each parcel of Real Property sold at the Auction, calculated as a percentage of the Hammer Price, that is payable by the Buyer to Auctioneer for Auctioneer's own account. For Real Property offered Subject to Seller’s Confirmation, the Buyer’s Premium will be calculated on the amount of the High Bid Subject to Confirmation.

“Fall of the Hammer” means the point, after bids have been received, at which Auctioneer declares a Lot of Real Property “sold” to Bidder acknowledged by Auctioneer as having made the Winning Bid. During an auction that is exclusively online, the Fall of the Hammer will occur electronically at the end of timed (or extended) bidding. In an auction that is Subject to Seller’s Confirmation, the Fall of the Hammer will occur on Seller’s Confirmation of the High Bid Subject to Confirmation.

“Hammer Price” means the high bid amount recognized by Auctioneer with the Fall of the Hammer.

“High Bid” means the high bid amount recognized by Auctioneer at the conclusion of bidding on a Lot or on a parcel of Real Property.

“High Bid Subject to Confirmation” means the High Bid amount recognized by Auctioneer at the conclusion of bidding on Real Property put up at Auction Subject to Seller’s Conformation. If the High Bid Subject to Conformation is confirmed by Seller, it will be the Hammer Price.

“High Bidder” means the Bidder recognized by Auctioneer as having made the High Bid with respect to a Lot or a parcel of Real Property.

"Knocked Down" means, with respect to any Property put up at the Auction, that Auctioneer has acknowledged the Winning Bid with the Fall of the Hammer, or by announcing "sold", or by giving a similar such indication. Property may be Knocked Down electronically at the conclusion of a timed online auction event.

“Lot” means each individual item or grouping of Real Property offered at one time by Auctioneer.

“No Sale” occurs if Property is put up at the Auction but is not Knocked Down or sold, and Auctioneer passes on such Property or declares a No Sale.

“Online Auction Platform” means the hardware and software utilized to conduct the Auction online and to facilitate online bidding, including any associated, adjunct, and/or complementary websites, services, premiums and

promotions.

“Online Auction Platform Provider” means the provider of the Online Auction Platform and related services to conduct Auction online.

"Online Bidding Period" means, with respect to an Auction conducted in whole or in part online, any established period during which bids may be tendered.

“Participant” means any person who attends, or otherwise participates in, the Auction (in person or remotely). The term Participant includes, but is not limited to, Registered Bidders, Bidder, and Buyers.

“Personal Property” means all tangible and moveable property located at the Real Property.

“Private Sale” means an event in which Property is sold by Seller, or on Seller’s behalf, other than at the Auction (including a sale at an auction conducted by a person or entity other than Auctioneer).

“Private Sale Price” means the fair market purchase price of the Property paid, or agreed to, at a Private Sale in an arms-length transaction between Seller and the purchaser of the Property. If the Property 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 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.

“Purchase Price” means an amount equal to the Hammer Price or High Bid Subject to Confirmation, as the case may be, plus the Buyer’s Premium.

“Real Property” means the real estate being sold at the Auction.

“Realty Closing” means the settlement on the sale of the Real Property at which Seller sells, transfers, assigns, and conveys Seller’s right, title, and interest in the Real Property to the Buyer, and the Buyer pays the Purchase Price for the Real Property.

“Realty Closing Date” means the date on which the Realty Closing occurs.

“Realty Deposit” is the good faith deposit made by the Buyer against the Purchase Price for the Real Property. “Realty Purchase Agreement” means the contract for the purchase and sale of Real Property put up at the Auction

executed at the close of bidding by the Winning Bidder, or the Bidder making the High Bid Subject to Confirmation, as the case may be. In an Auction Subject to Seller’s Confirmation, Seller will execute the Realty Purchase Agreement only on Seller’s confirmation, approval, and acceptance of the High Bid Subject to Confirmation.

"Registered Bidder" means a person or entity that has registered to bid at the Auction.

“Registration Deposit” means, if required by Auctioneer, the deposit, in certified funds, made by a Registered Bidder in order to register for the Auction.

“Reserve” or “With Reserve” means that the Auctioneer may Withdraw Property put up at Auction and/or bids may be rejected prior to the Fall of the Hammer. UNLESS SPECIFICALLY AND EXPRESSLY STATED OTHERWISE BY AUCTIONEER IN WRITING, ALL PROPERTY IS BEING WITH RESERVE.

“Reserve Price” means the minimum price that Seller is willing to accept for specific Property.

“Seller’s Confirmation” means Seller’s confirmation, approval, and acceptance of the High Bid Subject to Confirmation acknowledged and recorded by Auctioneer.

“Subject to Seller's Confirmation” means, with respect to any Property expressly identified in these Terms as being sold Subject to Seller’s Confirmation, that after the High Bid Subject to Seller’s Confirmation has been received and acknowledged by Auctioneer, Seller may determine, in Seller's sole and absolute discretion, to (i) accept such bid or

(ii) reject such bid.

“Winning Bid” means the highest bid received and accepted (and if Subject to Seller’s Confirmation, confirmed by

Seller).

"Winning Bidder" means the Bidder who is recognized by Auctioneer as having made the Winning Bid. “Withdraw” refers to the circumstance in which the Property is removed from the Auction, or in which it is

determined that such Property will not be offered or sold at the Auction.

4.                     Bidder Registration. All persons desiring to bid at the Auction, must register to bid and be issued a Bidder Number. In order to register to bid, each potential Bidder must provide such information (including identifying information and qualifications) as requested by Auctioneer. Auctioneer 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 Registered Bidder breaches any Bidder Terms or engages in improper conduct, Auctioneer may revoke any Bidder Number. By registering to bid at the Auction, each Registered Bidder acknowledges and agrees that such Registered Bidder has read, understands, and agrees to be bound by, these Bidder Terms. In Auctioneer’s discretion, bids may be received from a person who has not registered to bid, and by placing a bid accepted by Auctioneer such unregistered Bidder will be bound by these Bidder Terms and will immediately complete a Bidder Registration.

5.                       Governing Law.

5.1           For Auctions in the State of Indiana. All Property is offered for sale in the State of Indiana, and will be sold in the State of Indiana. Notwithstanding the physical location of the Bidder or any Participant, these Terms are entered

into in the State of Indiana, all bids and payments are received in the State of Indiana, and the Realty Purchase Agreement, if any, will be formed and entered into in the State of Indiana.

5.2           For Auctions outside of the State of Indiana. All Property is offered for sale in the state of the Auction Site and will be sold in the state of the Auction Site. Notwithstanding the physical location of any Bidder or any Participant, these Terms are entered into in the state of the Auction Site, all bids and payments are received in the state of the Auction Site, and the Realty Purchase Agreement, if any, will be formed and entered into in the state of the Auction Site.

7.                    Access to Auction Site. Participants assume all risks associated with their presence at the Auction Site or their access to the online bidding platform utilized by Auctioneer. Any person may be denied access to the Auction, the Auction Site, and the online bidding platform utilized by Auctioneer, and may be removed at Auctioneer’s discretion.

8.                    Nature of the Auction. This Property is being sold at the Auction in the manner indicated on the first page of this Agreement.

9.                    Bidding. Registered Bidders may only bid at the Auction by agreeing to be bound by these Terms. By bidding, each Registered Bidder acknowledges and agrees that such Registered Bidder has had a full and fair opportunity to read, and understands, these Terms, and affirms that such Registered Bidder is subject to and bound by these Terms.

10.                 No Bid Retraction. Bidder may not retract a bid that has been acknowledged by Auctioneer or that has been submitted online. Bidder acknowledges and agrees that Auctioneer is acting in reliance on tendered bids in the conduct of the Auction, and that bid retraction is disruptive and interferes with the Auction, and that, as an inducement for Auctioneer to accept such Bidder’s Bidder Registration and for such Bidder to bid at the Auction, Bidder agrees not to withdraw or to attempt to withdraw any tendered bid that has been acknowledged by Auctioneer.

11.                 Online Auction. The following terms apply if the Auction is conducted, in whole or in part, online:

11.1.            Online Bidding Registration. Anyone desiring to bid online, or to establish the possibility of bidding online, will be required to create an online bidding account by completing all necessary forms and providing required information.

11.2.            Bidder Terms and Conditions; Notices and Announcements. The Auction will be conducted in accordance with Auctioneer's Terms and any notices or announcements by Auctioneer and/or posted on Auctioneer's website.

11.3.            Posted Times. All times are based on the Eastern Standard Time zone unless stated otherwise. Posted closing times and time displays are approximate. Auctioneer reserves the right to close early or extend the Auction at any time at Auctioneer’s sole and absolute discretion.

11.4.            Online Bidding Increments. Auctioneer may establish bid increments, and may modify or change bid increments, in Auctioneer's sole and absolute discretion.

11.5.            Records of Online Activity. Absent clerical errors, Auctioneer’s records will be deemed final and conclusive.

11.6.            Technology Disruptions. Auctioneer will not be responsible for technology disruptions, errors, or failures (including disruptions to bidding or the failure to execute, recognize, or record online bids), whether caused by (i) loss of connectivity, breakdown, disruption, or failure of the Online Auction Platform, (ii) breakdown, disruption, or failure of a Bidder's internet connection, computer, or system, (iii) viruses or software malfunction, or (iv) otherwise. Auctioneer may, but will not be required to, continue, suspend, delay, extend, reschedule, or close the Auction because of disruptions caused by technology failures, even after bidding has commenced.

11.7.            Failures by Online Auction Platform Provider and its Affiliates or Contractors. Auctioneer may use an Online Auction Platform Provider to facilitate the Auction. Under no circumstances will Auctioneer be liable for any failure of the Online Auction Platform Provider to perform any of its obligations, or for the failure of any affiliates, employees, agents, representatives, or contractors of the Online Auction Platform Provider to perform their obligations.

11.8.            Auto Extend Feature. Any Online Bidding Period may include an auto extend feature. This means that, if an online bid is entered within a set time period approaching the end of the established Online Bidding Period, the Online Bidding Period will automatically be extended for an additional amount of time in increments established by Auctioneer, and will continue to be so extended until there is a set period of time that lapses during which no online bids are received, after which bidding will close.

11.9.            Disclaimer. Auctioneer makes no representations or warranties, and disclaims any representations or warranties, (i) that the Online Auction Platform or any related website or technology will be uninterrupted, error free or virus free, (ii) as to the results that may be obtained by using the Online Auction Platform or any related website or technology, or (iii) as to the accuracy, completeness, reliability, security, or current nature of the Online Auction Platform

or any related website technology.

11.10.         Responsibility for Online Bids. If a Winning Bid is sent to Auctioneer from the computer of a Registered Bidder, and is, thereafter, confirmed by Seller, such Registered Bidder will be the Buyer.

11.11.         No Reduction or Retraction of Online Bids. Online bids may not be reduced or retracted.

11.12.         Competing Online and Onsite Bids. In the event of contemporaneous online and onsite bids, Auctioneer will determine which bid is the successful bid, and may, in Auctioneer’s discretion, reopen the bidding.

11.13.         Winning Bidders Subject to Certification by Auctioneer. The final determination of the Winning Bidder is subject to certification by Auctioneer; and any email or electronic message (whether generated manually or automatically) is subject to such certification.

12.           Absentee Bids; Remote Bidding. In Auctioneer’s discretion, Auctioneer may receive Absentee Bids and/or bids tendered by remote Bidders (whether telephonically or otherwise). Absentee Bids may be initiated and advances in accordance with Auctioneer’s policies and procedures. Auctioneer will make reasonable efforts to execute Absentee Bids, but Auctioneer will have no liability to any Absentee Bidder for the failure to execute any Absentee Bids for any reason whatsoever. Each Absentee Bidder acknowledges and agrees that Property may be sold to another Bidder for the maximum amount of the Absentee Bid based on a bidding sequence that causes another Bidder to reach such amount first. If the execution of an Absentee Bid at its maximum amount would require Auctioneer to accept a bid that is less than a full bidding increment, Auctioneer has the sole and absolute discretion to accept or reject such bid. An Absentee Bidder may provide instructions to the Auctioneer to advance the bid by one or more bidding increments after the maximum amount of the Absentee Bid is, or would be, reached. Auctioneer acts only as the agent of the Seller, and the receipt and/or execution of Absentee Bids will not create an agency relationship between Auctioneer and any Absentee Bidder.

13.              Bid Increments. Bid increments are established and controlled by Auctioneer, and may be adjusted or modified in Auctioneer’s sole and absolute discretion.

14.              Registered Bidders Responsible for Bids Placed on Bidder Number. Each Registered Bidder is responsible for the Bidder Number issued to such Registered Bidder. Auctioneer 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, stolen, or misappropriated, unless notice of a lost, stolen, or misappropriated Bidder Number was provided to Auctioneer prior to an unauthorized bid being made. Absent a clerical error, Auctioneer’s recording of bids against a Bidder Number will be conclusive as to the making of such bid by, or on behalf of, the Registered Bidder.

15.              Withdrawal of Property. Auctioneer has the absolute right to withdraw any Property from the Auction prior to the Fall of the Hammer, unless the Property is explicitly provided that the Property is being sold at an Absolute Auction.

16.              Winning Bid; Buyer. Pursuant to these Bidder Terms, the Bidder making the Winning Bid for each parcel of Real Property will be the Buyer of such Property.

17.              All Property Sold “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”. ALL 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 SUCH PROPERTY. NO STATEMENT ANYWHERE, WHETHER EXPRESS OR IMPLIED, INCLUDING VERBAL STATEMENTS MADE BY AUCTIONEER, WILL BE DEEMED A WARRANTY OR REPRESENTATION BY AUCTIONEER OR SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE ARE NO WARRANTIES OF TITLE, NON-INFRINGEMENT, AUTHENTICITY, ORIGIN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EACH BIDDER ACKNOWLEDGES AND 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, OR ANY OF IT. 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, OR HAS WAIVED, SUCH BIDDER’S INSPECTION AND INVESTIGATION (i) IN DETERMINING WHETHER TO BID, (ii) IN DETERMINING THE AMOUNT OF A BID, AND (iii) IN BIDDING.

18.              Announcements. Subject to the limitation set forth in these Terms, all terms and other announcements made by Auctioneer on the day of the Auction are binding and take precedence over any advertisements or listings.

19.                 Bidder’s Inspection. 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, or has waived, such Bidder’s inspection and investigation (i) in determining whether to bid, (ii) in determining the amount of a bid, and (iii) in bidding. Bidder accepts any and all risks associated with the purchase and/or use of the Property. Bidder agrees to defend, hold harmless, indemnify, and protect both Auctioneer and Seller from any all claims of injury arising out of or relating to the purchase or use of the Property.

20.                 Description of Property. Unless otherwise expressly stated otherwise in writing, any description of Property is based solely on visual impression, and is given solely for identification purposes, and does not create any warranty, expressed or implied, or representation by Auctioneer.

21.                 Sale of the Real Property. The following terms and conditions apply if Real Property is offered at the Auction:

21.1.            Bidder Qualification. Auctioneer may impose qualifications for bidding on the Real Property. Any such qualifications, which may include, without being limited to, proof of the availability of funds, will be posted on Auctioneer’s website, and attached to (and incorporated into) these Bidder Terms. Bidder qualification provisions (which may include proof of the availability of funds) are intended for the benefit of Auctioneer and Seller, and create no rights or interests in any other persons, including competing Bidders. Auctioneer and/or Seller may (but will not be required to) waive any Bidder qualifications, either globally or on a case by case basis.

21.2.            Registration Deposit. In Auctioneer’s discretion, Auctioneer may require Bidders to make a registration deposit in order to bid on the Real Property. The registration deposit of the Winning Bidder will be applied against the Purchase Price for the Real Property, and registration deposits made by others will be returned at the conclusion of the Auction.

21.3.            Separately Deeded Parcels. If the Real Property consists of two or more separately deeded parcels, Auctioneer may, in Auctioneer’s discretion, put the parcels up for bid individually, as an entire group, and by various combinations, and the bids received by each method will be held until it is determined which method yields the most favorable result to the Seller. Bidding may be conducted in multiple rounds, and in a round robin fashion, and methods or combinations may be eliminated until the final method or grouping yielding the most favorable result to the Seller is determined.

21.4.            Breaks and Recesses. Auctioneer may take breaks or recesses during the bidding on the Real Property, and such breaks or recesses will not terminate the bidding unless expressly stated. Auctioneer may suspend bidding on the Real Property without declaring a No Sale of the Real Property. A No Sale of the Real Property will only occur if Auctioneer declares a No Sale in those terms, or if the Auction concludes in its entirety without a Winning Bid or a High Bid Subject to Confirmation. If announced by Auctioneer, the Auction may continue for a stated period of time, during which period Auctioneer may receive bids in person, telephonically, electronically, online, or by other means.

21.5.            Realty Purchase Agreement. Winning Bidder shall execute the s a Realty Purchase Agreement provided by Auctioneer to the Winning Bidder after the Auction. The Realty Purchase Agreement will be executed at the close of bidding by the Winning Bidder, or the Bidder making the High Bid Subject to Confirmation, as the case may be. There shall be no contingencies in the Realty Purchase Agreement of any type, including, but not limited to, obtaining of financing, inspection, survey, or zoning. In auctions With Reserve and in Absolute Auctions, Seller will execute the Realty Purchase Agreement at or before the conclusion of the bidding. In auctions Subject to Seller’s Confirmation, or With Reserve, Seller will execute the Realty Purchase Agreement on Seller’s confirmation and acceptance of the High Bid Subject to Confirmation. If Seller does not confirm the Realty Purchase Agreement within fourteen (14) days after the Auction, the Realty Deposit will be returned to Bidder who made the High Bid Subject to Confirmation, and the Realty Purchase Agreement will be of no further force or effect, and neither the Bidder nor Seller will have any obligations or liabilities thereunder. The Realty Purchase Agreement is available for review prior to the Real Property being offered, and is incorporated in and made a part of these Bidder Terms.

21.6.            Realty Deposit. The Winning Bidder, or the Bidder making the High Bid Subject to Confirmation, as the case may be, will make a Realty Deposit on execution of the Realty Purchase Agreement. The Realty Deposit (which will include any registration deposit made by such Bidder) will be the amount stated on the first page of these Terms. The Realty Deposit may be paid in cash or its equivalent, by certified funds, by credit card (if available), or by personal or company check. The Realty Deposit will be held by Auctioneer in a non-interest bearing account. If the Realty Deposit is forfeited by the Winning Bidder, it will be applied to the payment of Auctioneer’s commission, Buyer’s Premium, costs, and expenses before any distribution to Seller or otherwise.

21.7.                No Buyer Contingencies. There will be no Buyer conditions or contingencies to the sale of the Real Property, except that Seller must deliver good and marketable title.

21.8.                Broker Participation. If a broker, who has registered with Auctioneer, has participated in procuring a Buyer, or has otherwise assisted in facilitating the sale of Real Property at the Auction, such broker may be paid a Broker Participation Fee, in an amount and manner established by Auctioneer.

21.9.                Recording Fees. Buyer will pay the fees for recording the deed for the Real Property.

21.10.             Apportionment of Real Estate Taxes. Real Estate Taxes and all other periodic realty costs, if any, will be apportioned pro rata as of the date of the Realty Closing. Seller will pay for all days up to and including the date of the Realty Closing, and Purchaser will pay for all days following the date of the Realty Closing.

21.11.             Zoning; Land Use. NEITHER AUCTIONEER NOR SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE ZONING OF THE REAL PROPERTY OR ANY OTHER LAND USE RESTRICTIONS

AFFECTING THE REAL PROPERTY. IT IS THE RESPONSIBILITY OF EACH BIDDER TO MAKE SUCH INQUIRIES AND INVESTIGATIONS AS MAY BE NECESSARY TO CONFIRM THE APPLICABLE ZONING AND LAND USE RESTRICTIONS AFFECTING THE REAL PROPERTY. THE PURCHASE OF THE REAL PROPERTY WILL NOT BE CONTINGENT IN ANY WAY ON ZONING OR LAND USE RESTRICTIONS, OR ON WHETHER A BIDDER OR BUYER MAY PUT THE REAL PROPERTY TO ANY DESIRED USE. EACH BIDDER ACKNOWLEDGES AND AGREES THAT SUCH BIDDER IS NOT RELYING ON ANY REPRESENTATIONS BY SELLER OR AUCTIONEER CONCERNING ZONING OR OTHER LAND USE RESTRICTIONS AFFECTING THE REAL PROPERTY.

21.12.             Seller’s Disclosures. If the Real Property is residential real estate, Seller will (unless otherwise exempt) complete a Seller’s property disclosure statement that, to the best of Seller’s knowledge, will be true and accurate in every respect. If the Real Property includes residential improvements constructed prior to 1978, Seller will complete a Lead-based Paint Disclosure Statement.

21.13.              Breach.

21.13.1.    Seller’s Breach. If Seller breaches any of Seller’s obligations with respect to the Purchase and Sale of the Real Property, Buyer’s sole and exclusive remedy will be return of the Realty Deposit and any other monies actually paid by the Buyer. Under no circumstances will Auctioneer or Seller be liable for incidental or consequential damages, including, without being limited to lost profits or reduced productivity. Specific performance is not available as a remedy to Buyer.

21.13.2.    Buyer’s Breach. If Buyer breaches any of Buyer’s obligations, Buyer will forfeit the Realty Deposit and any other monies actually paid to Seller or Auctioneer, and will pay all of Seller’s and Auctioneer’s costs and expenses (including reasonable attorneys’ fees and costs of litigation). If the Real Property is subsequently offered for sale (at auction or otherwise), Buyer will be responsible for all costs and expenses incurred with respect there to, including, without being limited to, advertising and labor. Buyer will also be responsible for any shortfall between the Purchase Price established at the Auction and any subsequent lower purchase price for which the Real Property may be sold.

21.14.         Risk of Loss. The risk of loss for damage to the Real Property is retained by the Seller until the transfer of title to the Real Estate to the Buyer at the Realty Closing, except in the event of loss or damage to the Real Property exceeding ten percent (10%) of the bid price, then Seller may elect to either repair the damages, provide credit at Settlement, or terminate the Realty Purchase Agreement.

21.15.         Time is Of the Essence. Time is of the Essence with respect to the purchase and sale of the Real Property.

22.                     Bidding by or on Behalf of Seller. At an Absolute Auction there is no Seller bidding. The Seller or anyone acting on the Seller’s behalf will not bid (directly or indirectly) on any Property put up at Absolute Auction. At a Reserve Auction, the Seller or anyone acting on the Seller’s behalf will not bid (directly or indirectly) on any Property put up at Reserve Auction, unless the Auctioneer announces and discloses that the Seller (or someone on behalf of the Seller) will be bidding at the Auction.

23.                     Conduct of the Auction. Auctioneer will regulate all matters relating to the conduct of the Auction and Auctioneer’s decisions will be final and binding. Auctioneer will have control over bidding, and Auctioneer will resolve any and all disputes. If (i) a bid is made while the hammer is falling in acceptance of a prior bid or while bidding is otherwise being terminated, or (ii) promptly after the Fall of the Hammer or other termination of the bidding Auctioneer is made aware of a bid that was unnoticed prior to the Fall of the Hammer or other termination of the bidding, and it is demonstrated to Auctioneer’s satisfaction that such bid was, in fact, timely made, or (iii) promptly after the Fall of the Hammer or other termination of the bidding Auctioneer is made aware that Auctioneer and a bid assistant or ringman, or multiple bid assistants or ringmen, have acknowledged bids in the same amount bid from different bidders, or (iv) some other bid dispute arises, Auctioneer may, in Auctioneer’s sole and absolute discretion, reopen the bidding (but will not be required to). Any contract formed with the Fall of the Hammer will be subject to the conditions set forth in this Section. If bidding is reopened pursuant to this Section, the bid recognized by Auctioneer prior to the reopening of the bidding will be held, and may not be retracted, and, if no further bids are received, such bid will be the Winning Bid.

24.                     All Sales Final. ALL SALES ARE FINAL. NO REFUNDS OR RETURNS.

25.                     Sales Tax. Subject to applicable exemptions, if any, each Buyer is responsible for the payment of sales tax for each Lot Knocked-Down at the Auction, which sales tax will be collected by Auctioneer at the time payment is made.

26.                     Returned Checks. Any checks that are returned unpaid will be subject to a returned check fee in the amount of Fifty and 00/100 Dollars ($50.00). In addition to the foregoing, Auctioneer will 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.

27.                     No Stop Payment Orders or Credit Card Chargebacks. Each Bidder agrees that such 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 chargeback with respect to any purchases at the Auction. Each Bidder further agrees that if, in violation of these Terms, a stop payment order is issued or a credit card chargeback is initiated, these Terms will be