AGREEMENT FOR SALE OF REAL PROPERTY BY AUCTION REALTY WITH RESERVE
1.Agreement – This Agreement is made and entered into as of , by and between:
True Blue Auctions LLC – Pennsylvania License AY002067 (“Auctioneer”) hereafter called Auctioneers. ADDRESS: 1607 E. Branch Rd. State College, PA 16801 and
hereafter called (“Seller”). In consideration of the mutual promises and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:
2.Definitions. For the purposes of this Agreement, the following definitions apply:
“Absolute Auction” or “Absolute” means an auction at which property is sold to the highest bidder regardless of the amount of the final bid, with no limiting conditions, restrictions, or reservations. This type of auction is also known as an auction Without Reserve. Once the bidding begins, the property offered for sale at an Absolute Auction will be sold to the highest bidder regardless of the final bid amount, and the seller of such property gives up any right to place a minimum or reserve amount on the bidding or sale.
“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 Auctioneer solicits bids, or is scheduled to solicit bids, for the Property.
“Bidder Terms and Conditions” means the terms and conditions established by Auctioneer for the conduct of the Auction, including, without limitation, the terms and conditions for bidder registration, bidding, payment, and the resolution of disputes among bidders.
“Buyer’s Premium” is 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 Auctioneer for Auctioneer’s own account. The Buyer’s Premium is not included in, and is not a credit against, Auctioneer’s Commission (as defined below) or any other fees payable to Auctioneer by Seller. No portion of the Buyer’s Premium is due or payable to Seller.
“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.
“Commission” has the meaning given in Section 13.1 of this Agreement.
“Excluded Personalty” means the personal property, if any, currently located at the Realty that will be removed by, or on behalf of, Seller prior to the Auction. Any Excluded Personalty must be listed on an addendum to this Agreement signed by both Seller and Auctioneer.
“Gross Auction Revenues” has the meaning given in Section 15 of this Agreement.
“Hammer Price” means, with respect to each item of Property offered at the Auction, the price established when such Property is Knocked Down (as defined below) by the Calling Auctioneer.
“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.
“Net Auction Revenues” has the meaning given in Section 15 of this Agreement.
“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 was not met, or (iii) because of some other reason except for Seller’s breach of this Agreement, and either (i) bidding, or the solicitation of bids, for such Property ended by the Calling Auctioneer declaring a “No Sale” using that specific term, or (ii) Auctioneer concluded the Auction, in its entirety, without such Property having been Knocked Down. A No Sale does not occur if (i) bidding is suspended without the express declaration of a “No Sale” or (ii) the Property is not Knocked Down or sold due to Seller?s breach of this Agreement.
“Personalty” means all of the personal property located at the Realty except the Excluded Personalty.
“Private Sale” means an event in which the Property, or any of it, 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, 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 Realty (as defined below) at Property Number 1 and 2 and the Personalty at both respective locations.
“Realty” means the real property, of approximately acres, located at:
“Realty Closing” means the time and place at which Seller sells, transfers, assigns, and conveys all of Seller’s right, title and interest in and to the Realty to the Realty Purchaser (as defined below), and at which the Realty Purchaser pays the purchase price for the Realty. The Realty Closing shall occur within sixty (60) days after the Auction, unless extended with the written consent of Seller and Auctioneer.
“Realty Deposit” has the meaning given in Section 10 of this Agreement.
“Realty Purchaser” means the person or entity (including any successor or assignee) making the Winning Bid (as defined below) for the Realty, and entering into the Realty Sales Agreement (as defined below).
“Realty Reserve” means the Reserve Price (as defined below) for the Realty, as more particularly described in Section 5 of this Agreement.
“Realty Sales Agreement” means the contract between Seller and the Realty Purchaser setting forth the terms and conditions for the sale of the Realty. The Realty Sales Agreement shall be on a form provided by Auctioneer unless a different form is provided by Seller or Seller’s attorney.
“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 Addendum” means an addendum signed by both Seller and Auctioneer and attached to the Agreement identifying specific items of Personalty, if any, that will be offered With Reserve.
“Reserve Price” means the minimum price that Seller is willing to accept for Property that is expressly subject to a Reserve.
“Winning Bid” means the highest bid received and accepted for Property Knocked Down at the Auction.
“Withdrawn”, “Withdrawal”, or “Withdraw” refers to the circumstance in which Seller has removed the Property, or any of it, from the Auction, or otherwise determined that such Property will not be offered or sold at the Auction.
“Without Reserve” means Absolute.
3.Auction Company Retained. Seller engages and retains Auctioneer to offer the Property for sale at publicauction. For the periods described in this Agreement, Auctioneer shall have the exclusive right and authority to offer the Property for sale at public auction, and the exclusive right to effect the sale of the Property in accordance with this Agreement and the Bidder Terms and Conditions. Auctioneer may determine not to offer all or any of the Property at the Auction if (i) Auctioneer considers it to be unsaleable, (ii) there is a question as to title or authenticity, or (iii) there exists some other legal or practical impediment to offering such Property at the Auction.
4.Auction Company’s Services. Auctioneer will prepare, disseminate, and advertise such information as Auctioneer determines to be reasonably appropriate to identify and describe the Property and the Auction. Auctioneer may select and utilize the services of such auctioneers or apprentice auctioneers as Auctioneer determines to be reasonably necessary or appropriate. Auctioneer shall have absolute discretion to determine the order of sale for the Property at the Auction. Unless otherwise expressly agreed to in writing, Auctioneer has the discretion to offer the Personalty as individual items, in tray lots, in box lots, in table lots, or in any other combination. Auctioneer may determine not to offer any of the Property at the Auction that Auctioneer determines to be unsaleable, or if there is a question as to title or authenticity, or there exists some other legal or practical impediment to offering such Property at the Auction. If the Realty consists of two or more separately deeded parcels, Auctioneer may, in Auctioneer?s sole and absolute discretion, offer the Realty in its entirety and, again, by parcel and/or by combinations of parcels, with the Realty being sold for the highest price obtained by the competing methods. Auctioneer may, but shall not be required to, (i) conduct the Auction, in whole or in part, on-line or by other electronic or telephonic means, and/or (ii) accept absentee bids. Bidder registration and bidding will be subject to Auctioneer’s Bidder Terms and Conditions in place at the time of the Auction.
5.Date of Auction. Auction Company agrees to offer the Property for sale at the Auction as soon as possible, unless the time is extended by the mutual agreement of the parties or pursuant to Section 18 of this Agreement.
6. Realty Offered With Reserve. The Realty will be offered With Reserve, and shall be subject to a Reserve Price of Dollars ($ ); provided, however, that Seller may, in Seller’s sole and absolute discretion, waive the Realty Reserve and accept a final bid that is less than the Realty Reserve. Seller acknowledges and agrees that the Realty will be sold to the highest bidder at any price equal to or in excess of the Realty Reserve. Auctioneer may, in Auctioneer’s sole and absolute discretion, disclose the Realty Reserve to bidders or potential bidders.
7.Collection of Payments for Property Knocked Down at the Auction. Collection of Payments for Property Knocked Down at the Auction. Auctioneer will receive payment for the Property Knocked Down at the Auction. Payments may be received in the form of cash, personal check, business or company check, or certified funds, and, if available through services utilized by Auctioneer. Auctioneer will make reasonable and customary efforts to collect payment on any checks made payable to Auctioneer that are returned for insufficient funds, or that have otherwise been dishonored or returned by the drawee bank, but Auctioneer shall not be required to initiate a civil action or other proceedings against any party who issued a check that has been dishonored or returned unpaid. Unless otherwise agreed, Auctioneer shall not be responsible for collecting, or attempting to collect, payment for bad checks made payable to Seller. Auctioneer does not guaranty the payment or collection of any checks, does not agree to indemnify or hold Seller harmless with respect to dishonored checks or checks that have otherwise been returned unpaid, and Auctioneer shall not be liable to Seller for, or on account of, any returned or unpaid checks.
8.Seller’s Representations, Warranties, and Acknowledgments. Seller hereby represents, warrants, acknowledges, and agrees: 8.1. Good Title. Seller owns the Property, including the Realty, in fee simple absolute, free from liens and encumbrances other than those liens and encumbrances of public record that will be (i) discharged at or prior to the Auction (as regards the Personalty) and/or (ii) discharged at or prior to the Realty Closing (as regards the Realty). Notwithstanding the foregoing, if Seller is not the fee simple owner of the Property, or any of it, Seller is legally authorized to sell or make other disposition of the Property free from all liens and encumbrances. 8.2. No Infringement. Seller’s use or sale of the Property, or any of it, does not infringe on the rights or interests of any other person or entity. 8.3. Description of the Property. Any and all descriptions of the Property provided by Seller are true and accurate to the best of Seller’s knowledge; and there are no defects or irregularities in the Property, or any of it, of which Seller is aware but has failed to disclose. To the best of Seller’s knowledge, the Personalty is authentic, and any branding, labeling, makers’ marks, signatures, trademarks, trade names, certifications, and/or indicia of origin are true, accurate, and correct. 8.4. Seller’s Authority. Seller has the legal authority to enter into and perform under this Agreement. 8.5. No Conflicts. This Agreement and the transactions contemplated by this Agreement do not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any law, rule, regulation, judgment, order, decree, agreement, document or instrument to which Seller is a party, or by which Seller or the Property, or any of it, may be subject or bound, and there are no suits or judgments pending or threatened against Seller, or regarding the Property, or any of it, affecting Seller’s ability to enter into, or perform under, this Agreement. 8.6. Bidder Terms and Conditions and Realty Sales Agreement. Seller has reviewed, and approves, the Bidder Terms and Conditions and the Realty Sales Agreement. 8.7. Construction or Repairs at the Realty. Within six (6) months prior to the date of this Agreement: There has been no erection, construction, alteration, or repair of any improvement on or at the Realty (including any building, structure or other improvement), by any contractor or sub-contractor. Improvements on or at the Realty (including any building, structure or other improvement) have been erected, constructed, altered, or repaired by a contractor or sub-contractor who has been paid in full; and Seller has been provided with a waiver or release of any possible mechanic’s lien. 8.8. No Inducement Based on Statements or Opinions of Value. Seller has not been induced to enter into this Agreement by any statements or opinions of Auctioneer regarding (i) the value of the Property, or any of it, or (ii) the bids that the Property, or any of it, might bring at the Auction.
9.Seller’s Obligations. Seller acknowledges, covenants, and agrees: 9.1. Sale to Highest Bidder. Subject only to the Realty Reserve and any Reserve Addendum (either of which may be waived), the Property, and each item of Property, will be sold to the highest bidder at the Auction. 9.2. Execution of Realty Sales Agreement; Other Documents. Seller shall execute and deliver a copy of the Realty Sales Agreement at or prior to the conclusion of the Auction, and, if the Realty Reserve for the Realty is met, or waived by Seller, Seller shall perform all of Seller’s obligations under the Realty Sales Agreement. Seller shall also execute and deliver any and all other documents as shall be reasonably necessary to effect the sale of the Property. 9.3. Good Title. Seller shall deliver good title to the Personalty at the Auction, free and clear of any and all liens and encumbrances, and shall deliver good title to the Realty at the Realty Closing, free and clear of any and all liens and encumbrances. 9.4. Preparations Prior to Auction. Prior to the Auction, Seller shall cause the Property to be clean, in good order, and in a safe condition with no undisclosed defects or hazards known to Seller. Seller shall also assist Auctioneer in such ways as may be reasonably requested by Auctioneer, including, without being limited to, making the Realty available for one or more open houses should Auctioneer determine, in Auctioneer’s sole and absolute discretion, to conduct one or more open houses. 9.5. Assistance at Auction. If and as requested by Auctioneer, Seller shall be present at the Auction, and shall provide such assistance as may be reasonably requested by Auctioneer. 9.6. Seller’s Property Disclosure Statement. If the Realty is residential real estate, Seller shall complete a Seller’s Property Disclosure Statement that, to the best of Seller’s knowledge, shall be true and accurate in every respect. 9.7. Lead-based Paint Disclosure. If the Realty includes residential improvements constructed prior to 1978, Seller shall complete a Lead-based Paint Disclosure Statement. 9.8. Title Report; Survey. At Auctioneer’s request, Seller, at Seller’s sole cost and expense, shall provide Auctioneer with a current title report and/or a survey of the Realty. 9.9. Taxes, Liens, and Encumbrances. Seller acknowledges and agrees that any and all taxes, liens, and encumbrances against the Property, or any of it, shall be paid and discharged prior to the Auction, or from Gross Auction Revenues after deduction of Auctioneer’s Commission and reimbursable expenses. As soon as practicable after the execution of this Agreement, Seller shall provide Auctioneer with any and all records or materials evidencing taxes, liens, or encumbrances against the Property, or any of it. 9.10. Care, Handling, Preservation, Disposition, or Withdrawal of Property. From and after the execution of this Agreement, Seller shall safeguard and maintain the Property in its current condition, and take any and all steps as shall be reasonably necessary to preserve the Property from loss or damage. Seller shall not (i) sell, transfer, convey, gift, or otherwise dispose of the Property, or any of it, prior to the Auction, or (ii) otherwise Withdraw the Property, or any of it, prior to or during the Auction. 9.11. Removal of Excluded Personalty. Prior to the Auction, Seller will remove, or cause to be removed, the Excluded Personalty from the Realty. Seller acknowledges and agrees that should Seller fail to remove all or any of the Excluded Personalty from the Realty prior to the Auction, Auctioneer shall have no responsibility, or liability, for the safeguarding of the Excluded Personalty or the inadvertent sale of the Excluded Personalty, or any of it. 9.12. Insurance. Through the date of the Realty Closing, Seller shall maintain insurance on the Property, including homeowner’s insurance, general liability insurance, fire insurance, flood insurance (if previously in effect), and such other insurance as shall be reasonably necessary to insure against risk of loss to the Property, or any of it, and against liability for personal injury or death. 9.13. Bidding by or on Behalf of Seller. Seller acknowledges and agrees that neither Seller, nor anyone acting on Seller?s behalf, may bid, directly or indirectly, at the Auction. Seller, or those acting on Seller’s behalf, may bid at the Auction provided that the ability of Seller to bid is announced at the Auction. Any bidding by or on behalf of Seller shall be for the sole, legitimate, and good faith purpose of attempting to make a Winning Bid. No bids may be made by or on behalf of Seller for the purpose of increasing the Hammer Price without the legitimate and good faith intent of making a Winning Bid. Auctioneer will reject any bids appearing to be for an improper purpose. If Seller is a guardian, trustee, administrator, executor, personal representative, or other such fiduciary with respect to the person or estate of the record owner of the Property, it shall be Seller’s responsibility, prior to the Auction, to obtain an Order approving Seller’s bidding and purchase of the Property from the Court having jurisdiction over the person or estate of the record owner of the Property. 9.14. Tax Clearance Certificate. If the Property, or any of it, constitutes fifty-one percent (51%) or more of Seller’s stock of goods, wares or merchandise, fixtures, machinery, equipment, buildings, or real estate in the operation of a business, Seller shall obtain a tax clearance certificate from the Pennsylvania Department of Revenue.
10.Conditions Precedent to Auction Company’s Obligations. Auction Companies obligation to perform under this Agreement shall be subject to the following conditions precedent: (i) Seller’s representations and warranties in this Agreement shall be true and correct. (ii) Seller shall have performed all of Seller’s obligations under this Agreement.
11.Realty Deposit. Seller authorizes Auction Company to receive a deposit from the Realty Purchaser (the “Realty Deposit”), as follows: The amount of Dollars ($ ); or percent ( %) of the Hammer Price for the Realty for Property 1 (See Aforementioned ?Property 1? for location) And The amount of Dollars ($ ); or percent ( %) of the Hammer Price for the Realty for Property 2 (See Aforementioned “Property 2” for location) The Realty Deposit shall be held by Auctioneer in a non-interest bearing account; provided, however, that, at Auctioneer’s sole and absolute discretion, the Realty Deposit may be delivered to Seller’s attorney to be held in escrow. If the realty deposit is forfeited by the Realty Purchaser, the Realty Deposit shall be applied to the payment of Auctioneer’s Commission before being distributed to Seller or otherwise disbursed.
12.Buyer Premium. Auction Company may charge a Buyer Premium, for Auction Company’s own account of seven percent (7%) on the Realty.
13.Compensation. Auction Company shall be compensated, as follows: 13.1. Sale at Auction. For Property Knocked Down at the Auction, Auctioneer shall receive, separate and apart from any Buyer Premium, a Commission equal to three percent (3%) of the Hammer Price for the Realty. Should Seller default on Seller’s obligations to any buyer of the Property, including the Realty Purchaser, Seller shall remain liable to Auctioneer for Auctioneer’s full Commission. 13.2. No Sale of Realty. If there is a No Sale of the Realty, Auction Company shall be paid a No Sale fee in the amount of One Hundred Dollars ($100.00), subject to adjustment in accordance with Section 13.3 of this Agreement. 13.3. Private Sale. Auctioneer shall be entitled to the Commission as provided under Section 12.1 of this Agreement, calculated as a percentage of the Private Sale Price, if: (i) at any time from the date of this Agreement through and including the date of the Auction, (A) the Personalty, or any of it, is sold at a Private Sale, or (B) Seller enters into an Agreement to sell the Personalty, or any of it, at a Private Sale; and/or (ii) at any time from the date of this Agreement to and including ninety (90) days after the date of the Auction, (A) the Realty is sold at a Private Sale, or (B) Seller enters into an Agreement to sell the Realty at a Private Sale. 13.4. Withdrawal of Property Without a Private Sale. Should Seller Withdraw the Property, or any of it, at any time from the date of this Agreement through and including the date of the Auction without there being a Private Sale, Auctioneer shall be entitled to Auctioneer’s full Commission as provided under Section 13.1 of this Agreement, calculated as a percentage of the fair market value of such Property at the time of its withdrawal. 13.5. Seller Interference or Breach. If any Property is not Knocked Down or sold at the Auction due to Seller’s interference or other breach of this Agreement by Seller, such event shall not be treated as a No Sale for the purpose of determining Auctioneer’s Commission or damages, and Auctioneer shall be entitled to Auctioneer’s full Commission as provided under Section 13.1 of this Agreement, calculated as a percentage of the fair market value of such Property at the time of the Auction. 13.6. Disputes Over Value of Property Withdrawn, Sold at Private Sale, or Gifted. If there is a dispute over the fair market value of any Property that is Withdrawn, sold at a Private Sale, or gifted by Seller, the fair market value of such Property shall be determined by a qualified appraiser selected by Auctioneer, with the cost of such appraisal being paid by Seller. 13.7. Payment of Commission. Auctioneer’s Commission shall be payable immediately from, and may be withheld from, the Gross Auction Revenues as received. If there is a Private Sale of Property, Auctioneer’s commission shall be payable at the time of such Private Sale. If there is a No Sale, or if Property is Withdrawn, Auctioneer’s Compensation shall be paid within twenty (20) days after the No Sale or Withdrawal, subject to any subsequent adjustment pursuant to Section 13.3 of this Agreement. If Seller defaults on Seller’s obligations to any buyer of the Property, or any of it, including the Realty Purchaser, the Commission with respect thereto shall be due and payable immediately.
14.Expenses. In addition to the Commission and any other fees payable to Auctioneer, Seller shall reimburse Auctioneer for all costs and expenses incurred in connection with the Auction, including, without being limited to, advertising, site preparation, amenities, trash removal, personnel, cleanup, security, and legal fees; and such amounts may be deducted, immediately, from Gross Auction Revenues. Reimbursable costs and expenses shall not exceed two hundred Dollars ($200.00) without Seller’s written consent.
15.Auction Revenues. “Gross Auction Revenues” are all monies collected from the sale of the Property at Auction, but not including any Buyer Premium. “Net Auction Revenues” shall be Gross Auction Revenues less Auctioneer’s Commission, taxes, encumbrances, liens of record, claims against the Property or Seller, uncollected amounts, bad checks, closing costs, and other reasonable or necessary costs and expenses. 16.Accounting. Within twenty (20) days after the Auction, Auctioneer shall provide an accounting with respect to (i) the Personalty and (ii) any Realty for which there was a No Sale. At or prior to the Realty Closing, Auctioneer shall provide an accounting with respect to Realty Knocked Down at the Auction.
17.Claims by Third-parties. If, at any time prior to the distribution of Net Auction Revenues, Auctioneer is provided with notice of a claim by a third-party as against Seller, Property Knocked Down at the Auction, proceeds from the sale of Property Knocked Down at the Auction, or against Auctioneer (including, without being limited to, claims made by bidders, buyers, or by anyone asserting an interest in the Property, or any of it, or in proceeds from the sale of Property), Auctioneer shall continue to hold, in escrow, so much of the Net Auction Revenues as may be reasonably necessary to satisfy such claim until such time as the claim is resolved. If a claim against Seller, Property Knocked Down at the Auction, proceeds from the sale of Property Knocked Down at the Auction, or Auctioneer is not resolved amicably, or through litigation commenced by Seller or the claimant, Auctioneer may, in Auctioneer’s sole and absolute discretion, initiate an action in any court of competent jurisdiction and seek a judicial determination as to the party entitled to the proceeds in dispute. In any legal proceedings under this section, whether initiated by Auctioneer, or otherwise, Seller shall be responsible for any and all costs and expenses incurred by Auctioneer, including attorneys fees.
18.Rescheduling. The date of the Auction may be changed or extended (i) in the sole discretion of Auctioneer to a date not more than thirty (30) days after the date indicated in Section 4 of this Agreement, or (ii) for a reasonable time if (A) Auctioneer is required to do so by operation of law, rules, regulations, and/or administrative or judicial orders, (B) Seller has been unable to obtain any necessary permits, variances, exceptions, or sub-division approval, (C) necessary equipment, material, water, electricity, or fuel is unavailable, (D) there has been a challenge by a third-party regarding title or other interests in the Property, or any of it, or (E) there has been an occurrence of, or threat of, fire, flood, or adverse weather conditions.
19.Auction Prices; Fair Market Value of Property Knocked Down. Seller understands, acknowledges, and agrees that: (i) Auctioneer has made no representations, promises, or warranties as to the amounts that may be bid for the Property, or any of it, at the Auction. (ii) The amounts bid for real and personal property sold at auction can, and often do, vary from day to day and from location to location, and may be dependent on numerous factors and conditions, many of which may be beyond Auctioneer’s control. (iii) The Hammer Price for each item of the Property Knocked Down at the Auction, including the Realty, establishes the fair market value of such Property.
20.Indemnification. Seller expressly agrees to indemnify and hold Auctioneer, and Auctioneer’s owners, officers, employees, representatives, and agents, harmless, from and against any and all loss, damage, claim, expense, or cost (including attorneys fees and disbursements) in any way related to this Agreement or to the Auction, including, without being limited to, claims by bidders, buyers, third-parties claiming an interest in the Property, or any or it, proceeds from the Auction, or claims based on personal injury or death.
21.Disposition of Personalty. Seller acknowledges and agrees that there is a risk of theft, damage, or destruction of property offered at public sale, and that, in the absence of gross negligence, Auctioneer shall not be responsible for the theft, damage, or destruction of the Property, or any of it.
22.Risk of Theft, Damage, or Destruction of Property. Seller acknowledges and agrees that at any public sale, there is a risk of theft, damage, or destruction of Property by third-parties, and that Auction Company shall not be responsible for theft, damage, or destruction of the Property, or any of it, by any third-party, in the absence of Auction Company’s gross negligence.
23.No Third-party Beneficiaries. Except as expressly set forth in this Agreement, or otherwise agreed in writing, there are no third-party beneficiaries of this Agreement.
24. Proprietary Contract. Seller acknowledges that this contract contains proprietary information that is protected by attorney client privilege and is not to be disclosed, disseminated, copied or distributed to any other part with exception for counsel of Sellers and/or individuals or entities and their counsel of interest of this estate. Questions regarding this work product may be addressed to Attorney George A. Michak by telephone at 717-645-6329.
25.Opportunity for Review. Seller acknowledges that Seller has had the opportunity to review this Agreement, to have this Agreement reviewed by an attorney of Seller’s own choosing, to discuss the terms, conditions and restrictions of this Agreement with such attorney, and to request revisions to this Agreement prior to its execution.
26. Binding Effect. This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns as the case may be.
27.Electronic Communications – Sellers recognize that technology is ever-evolving and that electronic communications cannot be fully protected from unauthorized interception. In addition, human error may at times result in electronic communications being miss-communicated or represented. Nonetheless, for efficiency purposes, the Sellers authorizes the Auctioneers and its employees, contractors to transmit information, including information of a confidential nature, to and communicate with the Auctioneers, other authorized recipients and each other by telecopy, cell phone, e-mail, internet and other wired and wireless forms of communication. Seller/s agree to indemnify and save harmless Auctioneers and their employees, contractors, agents successors or assigns, against any and all claims, injury, loss, liabilities, lawsuits, damages, demands, action or cause of action whatsoever in any manner arising from electronic communications before, during or after the auction.
28.Document Retention/Electronic Document Retention – The Auctioneers files pertaining to the sale, including Auctioneers work product, will be retained by the Auctioneers. The Auctioneers’ files include, for example, its administrative records, time and expense reports, personnel and staffing materials, credit and accounting records and internal Auctioneers’ work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of auctioneers. For various reasons, including the minimization of unnecessary storage expenses, the Auctioneers reserves the right to destroy or otherwise dispose of any such documents or other materials retained by the Auctioneers within a reasonable time after the termination of the engagement according to Pennsylvania Auctioneering Law. Sellers grant permission to Auctioneers to store any and all documents and/or communications electronically and holds harmless the Auctioneers, their employees, contractors, agents successors or assigns, against any and all claims, injury, loss, liabilities, lawsuits, damages, demands, action or cause of action whatsoever in any manner arising from both physical and/or electronic document retention.
29.Entire Agreement. This Agreement constitutes the entire agreement of the parties, and supersedes any and all prior written or oral understandings or agreements and any and all contemporaneous oral understandings or agreements with respect to the subject matter of this Agreement.
30.Amendment. This Agreement may only be modified or amended by a writing signed by both parties.
31.Applicable Law. This Agreement 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.
32.Jurisdiction and Venue. 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 between the parties.
33.Severability. If any section, sub-section, or portion of this Agreement shall, for any reason, be adjudged by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall, to the extent practicable, remain in full force and effect.
34.Additional Provisions. Additional provisions may be included in this Agreement by attaching one or more addenda signed by the parties.
35.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the date first written above.
AUCTION COMPANY: TRUE BLUE AUCTIONS LLC Pennsylvania License No. AY002067
AUTHORIZED REPRESENTATIVES: “Skip” Wayne A. Dreibelbis Jr., Auctioneer Pennsylvania Auctioneer License AU005468
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Signed by Skip Dreibelbis, Authorized Representative & Auctioneer
Signed On: November 18, 2015
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Document Name: AGREEMENT FOR SALE OF REAL PROPERTY BY AUCTION REALTY WITH RESERVE
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