AUCTION TERMS AND CONDITIONS FOR BIDDERS AND OTHER PARTICIPANTS TABLE OF CONTENTS 1. Acknowledgment of Auction Terms and Conditions. .................................................... 1 2. Definitions and Interpretations. ...................................................................................... 3 3. Auctioneer Powers. ......................................................................................................... 7 4. Location. .......................................................................................................................... 7 5. Bidder Registration. ......................................................................................................... 8 6. Auction Times. ................................................................................................................. 9 7. Lots. ............................................................................................................................... 10 8. Reservations................................................................................................................ 11 9. Incremental Bidding. .................................................................................................. 12 10. Sealed Bidding. ........................................................................................................... 15 11. Retractions. ................................................................................................................. 17 12. Winning Bids. ............................................................................................................. 18 13. Real Property. ............................................................................................................. 19 14. Buyer’s Premium. ....................................................................................................... 19 15. Sales Tax..................................................................................................................... 23 16. Payment. ..................................................................................................................... 23 17. Removal of Lots. ........................................................................................................ 25 18. Abandonment.............................................................................................................. 26 19. Private Sale. ................................................................................................................ 27 20. Audiovisual Issues. ..................................................................................................... 27 21. Prohibited Use. ........................................................................................................... 28 22. Breach. ........................................................................................................................ 29 23. Limitation of Liability. ............................................................................................... 29 24. Assumption of Risk. ................................................................................................... 30 25. Indemnification and Release. ..................................................................................... 32 26. Notice.......................................................................................................................... 32 27. Successors, Assigns, and Beneficiaries. ..................................................................... 33 28. Miscellaneous. ............................................................................................................ 33 Page 1 of 34 THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT APPLY TO YOU. PLEASE READ IT CAREFULLY. These Auction Terms and Conditions apply to Auctions conducted by Ward Auction Services, LLC (“Auctioneer”), and constitute a legal, valid, binding, and enforceable contract between Auctioneer and You. These Auction Terms and Conditions, along with any applicable written purchase agreement, form the basis for the contract of sale between You and the Seller to the extent You are the Winning Bidder on any Lot. 1. Acknowledgment of Auction Terms and Conditions. A. Binding Terms. 1. The Auction is conducted under and in accordance with these Auction Terms and Conditions, any Publicity, any announcements or corrections made by Auctioneer at the time of the Auction, and applicable law. 2. All Participants, not just Bidders, are hereby made subject to these Auction Terms and Conditions to the maximum extent permitted by applicable law. B. Online Auction Platform. Access and use of any Online Auction Platform is subject to any and all third-party terms and conditions provided therein. C. Privacy Policy. The Terms of any Auctioneer Privacy Policy are hereby incorporated by reference. D. Acceptance. 1. BY REGISTERING AS A BIDDER, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND HAD A FULL AND FAIR OPPORTUNITY TO REVIEW THESE TERMS AND CONDITIONS WITH OR WITHOUT AN ATTORNEY, AND AGREE TO BE BOUND THEREBY. 2. BY TENDERING A BID, EVEN IF YOU ARE NOT REGISTERED, YOU THEREBY AGREE TO BE BOUND TO THESE AUCTION TERMS AND CONDITIONS. 3. Acceptance of these Auction Terms and Conditions specifically serves as an inducement on which Auctioneer will rely in the decision whether to accept a Bidder Registration, to issue a Bidder Account, and to permit a Bidder to bid at the Auction. E. Responsibility. 1. You are responsible for all bids made with Your Bidder Account. 2. Each Person that owns the computer, device, or Bidder Account on which any Winning Bid is tendered will be deemed to be the Winning Bidder and will be jointly and severally responsible with each other such Person. Page 2 of 34 3. If Your Bidder Account has become lost, stolen, or misappropriated, hacked, or compromised, You must notify Auctioneer immediately. You are responsible for all bids made prior to the notice. F. Amendments. 1. Auctioneer may amend these Auction Terms and Conditions from time to time and at any time without notice to You by posting the amendments on Auctioneer’s web site. 2. With respect to a particular Auction, Auctioneer may supplement these Auction Terms and Conditions with conspicuous announcements, postings, and corrections, which are binding and take precedence over any Publicity. 3. Should You not accept any amendment to these Auction Terms and Conditions, or should Auctioneer make any announcement, posting, or correction with which You do not agree, You must immediately notify Auctioneer of Your objection thereto and cease all further participation in the Auction. 4. Your continued voluntary participation in the Auction, whether at the Auction Site or as a Remote Bidder, constitutes further evidence of Your consent to be bound by, and to comply with, all Auction Terms and Conditions. G. Additional Contracts. 1. Nothing in these Auction Terms and Conditions shall be construed to limit the right of Auctioneer and You to enter into and abide by additional special terms made in writing that relate to the Auction. 2. Whenever these Auction Terms and Conditions conflict with the terms of a contract entered into between Auctioneer and You, the terms of the contract control with respect to the parties, any property that is the subject of the contract, and, as justice may require, to any other Person. 3. If an act would be a violation under these Auction Terms and Conditions but is specifically permitted in a contract entered into by Auctioneer and You, the act is instead not a violation. H. Electronic Communications. By accessing or using the Online Auction Platform, by providing Your e-mail address during Bidding Registration or on Auctioneer’s web site, or by sending Auctioneer an e-mail, You consent to receive communications from Auctioneer electronically. I. Relationship. 1. Except as expressly stated otherwise in writing, Auctioneer provides services as an independent contractor and acts on behalf of Seller only; Auctioneer is not Your agent nor does Auctioneer represent You. 2. Auctioneer is not responsible for statements made by others, including Seller. Page 3 of 34 3. The receipt and/or execution of any bid will not operate to create an agency relationship between Auctioneer and You. 4. You recognize that Auctioneer has not acted as Your attorney or tax advisor in connection with the Auction. 5. You recognize and consent that Auctioneer may independently own a Lot (and, under such circumstances, also acts as the Seller) and/or may have a legal, beneficial, or financial interest in a Lot as a secured creditor or otherwise. 6. You recognize and consent that Auctioneer may independently bid on a Lot for its own private purposes as a competitor to other Bidders. 2. Definitions and Interpretations. A. The following definitions apply to these Auction Terms and Conditions unless the context clearly indicates or requires a different meaning: 1. “Absentee Bid” means a bid on a Lot tendered to Auctioneer in advance of the Bidding Period for execution during the Bidding Period under terms established by Auctioneer. 2. “Absolute” (sometimes known as “without reserve”) means, with respect to an Auction or the offering for sale of a Lot at an Auction, that the subject Asset is being offered for sale to the High Bidder regardless of the amount of the High Bid without being Subject to Confirmation, and with no limiting conditions, restrictions, or reservations other than payment of the Contract Price. 3. “Asset” means any and all of Seller’s real and personal property that is intended to be offered for sale at an Auction. 4. “Auction” means any auction conducted by Auctioneer. 5. “Auction Terms and Conditions” includes: a. this document; b. the terms and conditions for Bidder Registration; c. the terms and conditions of the third-party Online Auction Platform; d. the terms and conditions of any Purchase Agreement; as each may be lawfully amended from time to time; provided, however, that the term “Auction Terms and Conditions” does not include any Publicity. 6. “Auction Site” means the physical location where the Auction is conducted or where inspections or Removal may be made. 7. “Auctioneer” means Ward Auction Services, LLC. Page 4 of 34 8. “Bidder” means any Person that tenders an offer or makes a bid at an Auction, whether or not the Person is registered for the Auction and whether or not the Person does so in the capacity as a principal or agent. 9. “Bidder Account” means the records generated for each Bidder from registration and bidding history and includes the unique number assigned for identification purposes. 10. “Bidder Registration” means the formal enrollment of a prospective Bidder to bid at an Auction, including the Bidder’s provision of information and agreement to be bound by the Auction Terms and Conditions; the term does not include any separate registration with the Online Auction Platform. 11. “Bidding Period” means, with respect to a Lot, the period during which bids thereon may be officially tendered and recognized. 12. “Buyer’s Premium” means, with respect to a Lot, a non-refundable administrative fee, which is to be paid by the Winning Bidder to Auctioneer and which becomes Auctioneer’s own property. 13. “Contract Price” means an amount equal to the final sale price plus the amount of the Buyer’s Premium. 14. “Deposit” means the monetary amount required by Auctioneer from a Bidder as a part of Bidder Registration to help secure the Bidder’s bids. 15. “Fall of the Hammer” means, with respect to a Lot, the point in time after one or more bids on the Lot have been received at which Auctioneer announces the sale of the Lot by the fall of the hammer, by declaring the Lot “sold,” by allowing a countdown timer on the Online Auction Platform to elapse, or in other customary manner. 16. “High Bid” means, with respect to a Lot, the then-current highest amount offered from all bids recognized by the Auctioneer or the Online Auction Platform, disregarding any bid that Seller may have rejected when Subject to Confirmation. 17. “High Bidder” means the Bidder recognized by the Auctioneer as having made the then-current High Bid. 18. “Increment” means the amount by which the High Bid must generally be raised in order for a subsequent bid to be executed by Auctioneer or the Online Auction Platform. 19. “Incremental Bidding” means a method of offering Lots for sale by which Bidders generally tender an initial bid or a bid that exceeds the High Bid and applicable Increment. 20. “Lot” means each individual Asset or grouping of Assets offered or intended to be offered for sale as a single unit at an Auction. 21. “Maximum Bid” means a Remote Bid that is communicated to Auctioneer or the Online Auction Platform that indicates a desire not to make a single advancing bid but Page 5 of 34 rather, as may necessary to obtain and maintain a High Bid, a series of Increment bids to be executed up to the maximum amount specified. 22. “Online Auction Platform” means the hardware and software utilized to conduct an Auction online and to facilitate online bidding, including any associated, adjunct, and/or complementary websites, services, premiums, and promotions. 23. “Participant” means any Person who attends or who otherwise participates in the Auction, whether physically or remotely; the term includes Bidders, prospective Bidders, and their collective agents and accompanying minors, including those involved only in inspection and Removal activities. 24. “Person” means any individual 18 years or older, and any partnership, firm, company, corporation, association, joint stock company, trust, estate, governmental entity, or any other legal entity; the term also includes any legal representatives, agents, and assigns thereof except where the inclusion would create a substantial injustice. 25. “Private Sale” means, with respect to any Asset for which a sale was not finalized as part of the Auction, an event whereby the Asset is offered for sale by the Seller. 26. “Private Sale Price” means, with respect to one or more Assets offered for sale at a Private Sale, either: a. the purchase price for the Assets, as part of an arms’-length transaction; or b. the fair market value of the property, if otherwise disposed or transferred; whichever is higher. 27. “Publicity” means, with respect to a Lot, all information that is produced by Auctioneer and provided on the Online Auction Platform, Auctioneer’s website, and any other Auction-related communications; provided, however, that the term does not include these Auction Terms and Conditions. 28. “Purchase Agreement” means, with respect to the sale of a Lot, the sales contract that is automatically formed thereby between the respective Winning Bidder and Seller, except as it may otherwise be reduced to writing between those parties in accordance with these Auction Terms and Conditions. 29. “Remote Bid” means a bid on a Lot that is not communicated directly to the Auctioneer in person or by proxy at the Auction Site, whether or not the respective Bidder is present at the Auction Site. 30. “Remote Bidder” means a Person who tenders a Remote Bid. 31. “Removal” (related term: “Remove”) means the act of disassembly, derigging, picking up, transport, and/or effecting the delivery of a sold Lot by, or on behalf of, its respective Winning Bidder at the date(s), time(s), and location(s) indicated for such during the Auction or as later otherwise agreed to by Auctioneer and the Winning Page 6 of 34 Bidder in writing; provided, however, that with respect to an Unsold Lot or Asset, the term instead refers to the scheduled pickup of the Asset by Seller. 32. “Reserve Price” means the minimum amount that a Bidder must tender for a bid on a Lot for the bid to be accepted as a Winning Bid. 33. “Sealed Bid” means a bid tendered in accordance with Sealed Bidding procedures. 34. “Sealed Bidding” means a method of offering Lots for sale by which Bidders tender a single hidden bid without Incremental Bidding in accordance with the Publicity. 35. “Seller” means, with respect to an Asset before it has been sold at the Auction, its owner; the term includes any agents of the Person except for Auctioneer and except where the inclusion would create a substantial injustice. 36. “Subject to Confirmation” means, with respect to any Lot identified as such, that even after the High Bid has been executed by Auctioneer, Seller may determine, in Seller’s sole and absolute discretion, to either accept or reject the bid. 37. “Unpaid Lot” means a Lot for which the respective Winning Bidder has not timely made full payment for the Contract Price. 38. “Unsold” means, with respect to any Lot or Asset, that no bid or offer was accepted therefor by Auctioneer, other than for which a retraction was authorized by Auctioneer. 39. “Winning Bid” means, with respect to a Lot, the High Bid at the Fall of the Hammer, disregarding any bid that Auctioneer may reject in accordance with Applicable Law. 40. “Winning Bidder” means the Bidder who tendered the Winning Bid. 41. “With Reserve” means, with respect to a Lot, that the Auctioneer may withdraw the Lot and/or reject bids placed thereon before the Fall of the Hammer. 42. “You” (related terms: “Your,” “Yourself”) means and includes, except where the use would create a substantial injustice: a. any Person who explicitly agrees to these Auction Terms and Conditions or who impliedly agrees thereto by some act of continued participation in the Auction; b. any Person You represent or on whose behalf You are acting; and c. Your parent entities, subsidiaries, legal representatives, successors, agents, and assigns; provided, however, that the term does not include the Auctioneer, any legal authority (or agent thereof) with jurisdiction over the Auction, or, with respect to a Lot, the Seller. B. Interpretive Rules. The following rules of construction shall apply to these Auction Terms and Conditions except where the text or context clearly indicates or requires a different construction. Page 7 of 34 1. Headings. Section and subsection headings may be used as an aid to interpretation. 2. Tense. The use of a verb in the present tense shall include the future, if applicable. 3. Conjunctions. A competent authority may interpret “and” and/or “or” to include the other as if written “and/or,” if the general sense favors the construction. 4. “May.” The use of “may” with respect to any Auctioneer power in these Auction Terms and Conditions means that the Auctioneer can choose to exercise, or refrain from exercising, the power for any reason and in its sole and absolute discretion. 5. “Including.” The words “including,” “included,” and “include” will be deemed to be followed by the phrase “without limitation.” 3. Auctioneer Powers. A. Scope. Auctioneer will regulate all matters relating to the conduct of the Auction. Consequently, the powers enumerated in this section are not exhaustive of the entirety of Auctioneer’s powers. B. Bidder Registration. Auctioneer may refuse to accept a Bidder Registration from any prospective Bidder, may refuse to grant bidding privileges to any prospective Bidder, and may suspend or revoke the bidding privileges of any Bidder at any time. C. Sale of Lots. Auctioneer may terminate, change, or withdraw from sale any Lot before its respective Bidding Period and may alter any Auction procedures and features. D. Bidding Period. Auctioneer may suspend, extend, reset, reschedule, reopen, or close the Bidding Period on any Lot (e.g., for failure of the Online Auction Platform). E. Bidding. Auctioneer will have sole and absolute control over bidding procedures. F. Auction Site. Auctioneer may eject any Bidder or other Participant from the Auction Site at any time. G. Lot Removal. Auctioneer may prohibit the Removal of any Lot from the Auction Site until payment for the Lot has cleared. H. Disputes. Auctioneer will resolve any and all disputes, and Auctioneer’s decision will be final and binding. I. Records. Absent any clerical error, Auctioneer’s records will be final and conclusive. J. Waiver. Auctioneer may waive any provision of these Auction Terms and Conditions that are intended for the benefit of Auctioneer and/or Seller. 4. Location. A. Auction. Except as otherwise indicated in the Publicity, the Auction is being conducted at the Auction Site, which is located in the State of Indiana. Page 8 of 34 B. Property. Except as otherwise indicated in the Publicity, all Lots are to be construed as offered for sale and, if sold, sold in the State of Indiana. C. Documentation. Notwithstanding the physical location of any Bidder or Participant: 1. these Auction Terms and Conditions; 2. all bids and payments; and 3. all contracts between Seller and Winning Bidder; will be deemed to have been made, accepted, and entered into in the State of Indiana. D. Delivery. Except as otherwise agreed to by Auctioneer in writing, all Lots will be deemed to have been delivered from the Auction Site where the Lot is located. 5. Bidder Registration. A. Requirement. All Bidders must register to bid at the Auction using forms required by Auctioneer; provided, however, that Auctioneer may receive a bid from any Person that has not satisfied all requirements for Bidder Registration. B. Qualifications. Auctioneer may condition Bidder Registration on certain qualifications, such as proof of availability of funds or guarantee of financial responsibility, as Auctioneer may determine to be reasonably necessary or appropriate. Any qualifications will be made part of the Publicity and are incorporated into these Auction Terms and Conditions. C. Documentation. During Bidder Registration, Bidders must provide a copy of a valid form of government-issued identification and proof of qualifications for any other requirement announced in the Publicity. D. Disclaimer. BIDDER QUALIFICATION PROVISIONS ARE INTENDED FOR THE BENEFIT OF AUCTIONEER AND SELLER ONLY AND CREATE NO RIGHT OR INTEREST FOR ANY OTHER PERSON, INCLUDING COMPETING BIDDERS. E. Deposit. 1. This subsection only applies to the extent that Seller has announced a Deposit requirement in the Publicity. 2. During Bidder Registration, as evidence of a Bidder’s financial responsibility, each Bidder must provide to Auctioneer a payment pre-authorization and Deposit in the amount stated in the Publicity. 3. To make a Deposit, a Bidder must include on the Online Auction Platform the Bidder’s credit card number and 3-digit card verification value found on the credit card. 4. Seller may charge a registered Bidder’s credit card an amount less than One Dollar ($1.00) to ensure that the account is active and functional. Any such charged amount will be returned within seven (7) days. Page 9 of 34 5. The Deposit must remain in effect until the close of the Auction. 6. Any Deposit received will be held in a non-interest-bearing reserve account. 7. If the Bidder is not a Winning Bidder with respect to any Lot or if the Winning Bidder has satisfactorily performed all of its payment obligations, the balance of the Deposit will be released in accordance with the respective banking or credit card company’s standard procedures. F. Eligibility. By registering to bid, a Bidder represents to Auctioneer that: 1. to the extent that the Bidder is a natural Person, the Bidder is at least eighteen (18) years of age and is otherwise legally able to enter into contracts; or 2. to the extent that the Bidder is an entity (i.e., a corporation, limited liability company, or other organization), the Bidder has the power and authority to register, to bid, and to complete a purchase transaction if it is a Winning Bidder. G. Security of Bidder Account. Each Bidder is responsible for monitoring and maintaining the security of the Bidder Account and its contents. If, at any time, a Bidder knows or suspects that the Bidder Account has been hacked, cloned, compromised, or improperly accessed, the Bidder must immediately notify Auctioneer thereof in writing. Any Bidder who notifies Auctioneer in this manner will not be responsible for a third-party bid made through the Bidder Account after the notice is received by Auctioneer. H. Waiver. Auctioneer, independently or on Seller’s behalf, may waive any Bidder Registration requirements, either generally or on a case-by-case basis. I. Mailing List. Auctioneer may use Bidder Registration information to notify previously registered Bidders (by email or otherwise) about future Auctions and events. A Bidder may opt out of receiving the notification by providing written notice to Auctioneer. 6. Auction Times. A. Posted Times. The Bidding Period advertised in the Publicity is an estimate provided for convenience only. Auctioneer assumes no liability with respect to any Lot sold before or after the advertised Bidding Period. B. Time Zones. The default local time zone for the Auction Site is Eastern Daylight Time. Except as otherwise stated, all posted or listed times are intended to reference the local time zone at the Auction Site. Posted Auction times and time displays are approximate. C. Calculation of Days. Time limits shall be computed by excluding the first day and including the last. Any provision specifying a certain amount of days includes all intervening weekdays, weekends, and/or holidays except that, if the last day be a Saturday, Sunday, or an official holiday in the state of the Auction Site, it will be excluded from the computation. Page 10 of 34 D. Timestamps. Any document received after the close of Auctioneer’s regular business hours shall be deemed received the following business day. 7. Lots. A. Lot Descriptions and Images. 1. Any description of a Lot, and any photograph, drawing, depiction, or other image of the Lot, that is provided by Auctioneer is based solely on visual impression and is given solely for identification purposes. 2. For each Lot, Auctioneer will pass along Seller’s representations. 3. By tendering a bid on a Lot, the respective Bidder waives any argument that a description or image of the Lot may be inadequate in any way. 4. EXCEPT AS AUCTIONEER OR SELLER OTHERWISE EXPRESSLY STATES IN WRITING, NO LOT DESCRIPTION OR IMAGE CREATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. B. “As Is / Where Is” Condition. EACH LOT IS OFFERED FOR SALE AND WILL BE SOLD IN ITS “AS IS/WHERE IS” CONDITION AT THE TIME OF THE AUCTION, WITH ALL FAULTS, INCLUDING ANY HIDDEN DEFECTS OF ANY NATURE. EXCEPT AS EXPRESSLY STATED OTHERWISE IN WRITING, PROPERTY THAT IS OFFERED FOR SALE IN ITS “AS IS” CONDITION HAS NOT BEEN MODIFIED, ALTERED, INSPECTED, OR TESTED BY AUCTIONEER. NEITHER AUCTIONEER NOR SELLER MAKES ANY REPRESENTATION, WARRANTY, OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE NATURE, VALUE, SOURCE, AUTHENTICITY, MERCHANTABILITY, FITNESS, AND/OR ANY OTHER ASPECT OR CHARACTERISTICS OF THE LOT. 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 NON- INFRINGEMENT, AUTHENTICITY, ORIGIN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY STATED OTHERWISE IN WRITING, AUCTIONEER DOES NOT GUARANTEE OR WARRANT HOURS OR MILEAGE ON MACHINERY, EQUIPMENT, OR VEHICLES. THIS “AS IS/WHERE IS” DISCLAIMER APPLIES PRE-AUCTION, MID-AUCTION, AND POST-AUCTION. C. Inspection. By tendering a bid on a Lot where inspection is available, the respective Bidder certifies that he or she: 1. is solely responsible for any inspection desired; Page 11 of 34 2. has had a full and fair opportunity to inspect the Lot; 3. is relying solely on, or has waived, the inspection; and 4. has not relied on any statement, representation, warranty, or guarantee made by Auctioneer, Seller, or their respective agents or representatives. D. Inspection Unavailable. By tendering a bid on a Lot where inspection is unavailable, the respective Bidder certifies that he or she: 1. is knowingly and willingly bidding on the Lot without an inspection; 2. is not relying on any statement, representation, warranty, or guarantee by Auctioneer, Seller, or their respective agents or representatives; and 3. assumes any and all risks associated with the purchase of the Lot without an inspection. E. Questions. By tendering a bid on a Lot, a Bidder waives any argument that he or she did not have a full and fair opportunity to ask questions and to conduct any and all due diligence deemed necessary or appropriate therefor, and that any responses received or observations made were inadequate. 8. Reservations. A. Applicability. Except for a forced sale or as otherwise expressly and unequivocally stated by Auctioneer in writing, each Lot will be deemed, by default, to be offered for sale: (i) with a Reserve Price; (ii) With Reserve (NOT AN ABSOLUTE AUCTION); and (iii) Subject to Confirmation. B. Reserve Price. Auctioneer may choose to reveal the Reserve Price as expressly agreed to between Auctioneer and Seller in writing. Any Lot for which a bid exceeding the Reserve Price that has not been accepted will be deemed Unsold. C. Power to Withdraw. Auctioneer may withdraw from sale any Lot With Reserve before the Fall of the Hammer, even if a bid therefor has been tendered and/or executed. D. Bidding by Seller. 1. Right. Except with respect to any Lot that is expressly identified in writing as being offered as an Absolute Auction, the respective Seller may bid on the Lot (e.g., either directly or by having Auctioneer execute bids on Seller’s behalf). 2. Identification. For any Lot offered for sale With Reserve, there is no obligation that any bid by or on behalf of the respective Seller be identified as such or that the bid be made under any particular Bidder Account. E. Seller Confirmation. For the sale of any Lot Subject to Confirmation, Auctioneer will only accept the High Bid on Seller’s confirmation, approval, and acceptance of same. Page 12 of 34 F. Revival. For the sale of any Lot Subject to Confirmation, a rejection by Seller will not serve to revive any previous High Bid. 9. Incremental Bidding. A. Scope. This section applies only to Incremental Bidding and does not apply to any Lot being offered for sale by Sealed Bidding. B. Increments. 1. Policy. Auctioneer may establish, control, adjust, and/or modify bid Increments and procedures therefor. 2. Increment Amounts. The Increment amounts will be those imposed by the Online Auction Platform. To the extent an Auction does not use an Online Auction Platform, the Increment amounts will be those posted in the Publicity. To the extent an Auction does not use an Online Auction Platform and the Increment amounts are not listed in the Publicity, the Auctioneer recognizes the following Increment amounts as standard based on the then-current High Bid: High Bid Increment > $1.00 $1.00 > $20.00 $5.00 > $60.00 $10.00 > $200.00 $25.00 > $500.00 $50.00 > $1,000.00 $100.00 > $2,500.00 $500.00 > $5,000.00 $1,000.00 > $10,000.00 $2,500.00 > $25,000.00 $5,000.00 > $60,000.00 $7,500.00 > $120,000.00 $10,000.00 > $200,000.00 $15,000.00 > $350,000.00 $25,000.00 3. Binding Effect. The standard Increments are only binding on Auctioneer in the context of executing Maximum Bids; otherwise, they serve as bidding guidelines only. Page 13 of 34 C. Bidding Procedure. To make a bid, a Bidder may use any means designated in the Publicity. The most common means are: (i) live advancing bids in the amount equal to or in excess of the amount solicited by Auctioneer in person or by proxy at the Auction Site; (ii) via the Online Auction Platform; (iii) or by phone. In addition, any Remote Bidder may also tender a Maximum Bid. D. Absentee Bidding. 1. Policies. The Auctioneer may receive, execute, and accept Absentee Bids and may create policies and procedures therefor and require compliance therewith. 2. Disclaimer. The Auctioneer will make reasonable efforts to execute any Absentee Bid received but assumes no liability to any Bidder for the failure to execute any Absentee Bid for any reason whatsoever. The receipt of any Absentee Bid is an administrative procedure only and does not create any agreement or agency relationship between the Bidder and Auctioneer. 3. Resolving Tie Bids. In any auction that involves a tie bid with a live Bidder and one or more Absentee Bids, the first such bid to be executed by the Auctioneer will be deemed the High Bid irrespective of the order in which any such bid was received. The Auctioneer may also restart the bidding. E. Remote Bids. 1. Policies. The Auctioneer may receive, execute, and accept Remote Bids and may create policies and procedures therefor and require compliance therewith. 2. Disclaimer. The Auctioneer will make reasonable efforts to execute any Remote Bid received but assumes no liability to any Remote Bidder for the failure to execute any Remote Bid for any reason whatsoever. The receipt of any Remote Bid is an administrative procedure only and does not create any agreement or agency relationship between the Bidder and Auctioneer. 3. Resolving Tie Bids. In any auction that involves a tie bid with a live Bidder and one or more Remote Bids, the first such bid to be executed by the Auctioneer will be deemed the High Bid irrespective of the order in which any such bid was received. The Auctioneer may also restart the bidding. F. Maximum Bids. To the extent that the Online Auction Platform can accommodate Maximum Bids, a Bidder may place a Maximum Bid. This has the effect of allowing the Online Auction Platform to automatically place bids on the Bidder’s behalf, using the smallest Increment necessary to ensure the Bidder remains the High Bidder up to the limit of the Maximum Bid. A Maximum Bid may not be recognized or executed to the extent that it does not exceed the applicable Increment. G. Maximum Bids. Page 14 of 34 1. Power. To the extent it is in accordance with any Publicity or as allowed by the Online Auction Platform, any Remote Bidder may make a Maximum Bid on a Lot instead of a single advancing bid. 2. Initial Effect. If a Maximum Bid is for an amount that is greater than two Increments higher than the then-current High Bid, the Auctioneer will raise the initial bid or High Bid by one Increment. 3. Raises. If a new High Bid raises a bid previously executed from a Maximum Bid, the Auctioneer will then again execute the Maximum Bid to raise the High Bid by one Increment unless the Maximum Bid is for an amount less than Increment, in which case the stated Maximum Bid amount will be used instead. 4. Example #1. For a Lot with a current High Bid of $75.00, if a new Bidder tenders a Maximum Bid of $450.00, the new High Bid will be $85.00 based on the Increment. Then, executing the Maximum Bid, Auctioneer will raise any new High Bid by $10.00 each time until the High Bid exceeds $200.00, whereupon the Auctioneer will raise the High Bid by $25.00 each time up to the amount of the $450.00 Maximum Bid. 5. Extensions. A Remote Bidder may authorize Auctioneer to advance a High Bid by one or more additional Increments after the amount of the Remote Bidder’s Maximum Bid has been reached. Auctioneer will only apply such additional Increments if the full Increment can be applied and as if any new High Bidder had bid only the next minimum Increment amount. 6. Example #2. The maximum amount stated in the Maximum Bid has been raised by a new High Bidder by exactly one Increment, but the Maximum Bid further authorizes two additional Increments. Auctioneer will execute on behalf of the Remote Bidder a new High Bid using the next Increment, but will do so the second time only if any new High Bid is also raised exactly by the Increment. 7. Subject to Increment. Auctioneer may treat any Maximum Bid that that does not raise the then-current High Bid by at least two Increments as a single advancing bid. Auctioneer may ignore any Maximum Bid that does not raise the then-current High Bid by the applicable Increment. H. Increment Fluctuations. 1. Accelerated Bidding. To facilitate Auction flow, Auctioneer may initially solicit bids in excess of the applicable Increment and execute only those bids that correspond to the solicitation, subject to the Publicity and these Auction Terms and Conditions. 2. Cut Bids. When the bidding on a Lot has stalled, Auctioneer may solicit and/or execute single advancing bids in an amount less than the applicable Increment; provided, however, that in the context of an Absolute Auction, Auctioneer will execute any bid, even if it does not meet the amount of the Increment. Page 15 of 34 I. Bidding Period Extension or Reopening. 1. Discretion. Auctioneer may extend and/or reopen the Bidding Period in any of the following scenarios where a clear injustice would not result. a. The Lot was offered for sale Subject to Confirmation, and Seller has not consented to the sale. b. It is not clear whether a bid on the Lot was made immediately before or after the Fall of the Hammer, such as may occur when executing both live bids and Remote Bids. c. Auctioneer is made aware of clear evidence promptly after the Fall of the Hammer that a bid that was previously unnoticed has gone unrecognized. d. Auctioneer is made aware that Auctioneer and its assistant have each acknowledged a High Bid in the same amount from different Bidders. e. Some other bid dispute arises. f. The Lot is an Unsold Lot. g. With respect to any Lot offered for sale exclusively via the Online Auction Platform, an automatic Bidding Period extension feature extends the Bidding Period to allow raises against a bid that has been made within a set interval approaching the Fall of the Hammer. Auctioneer may instead ignore any putative bid and declare the Lot “sold.” 2. High Bid. Except in a case of rejection by Seller, if the Bidding Period for a Lot is reopened, the bid recognized by Auctioneer as the High Bid prior to the reopening remains as such. 3. Disclaimer. Auctioneer assumes no liability to any Bidder because of Auctioneer’s decision to extend or reopen the Bidding Period or not. J. Effect of Sale. Subject to this section and applicable law, after the Fall of the Hammer for a respective Lot, bids for the Lot are no longer executed, and the High Bidder becomes the Winning Bidder, subject to any Reserve Price. K. Online Auctions. For Auctions conducted exclusively via the Online Auction Platform, the Fall of the Hammer occurs when the time allotted for the Bidding Period elapses, except as may be automatically extended from time to time. L. Software Issues. To the extent that any Bidder desires to make a bid but has been improperly prevented from doing so by the Online Auction Platform, the Bidder should make the bid using other means (e.g., phone call or prior proxy arrangements). 10. Sealed Bidding. Page 16 of 34 A. Scope. This section applies only to Sealed Bidding and does not apply to any Lot being offered for sale by Incremental Bidding. Whenever the terms of this section should conflict with the Auction Terms and Conditions generally, this section controls. B. Limit. Each Bidder is entitled to tender only one Sealed Bid for each Lot, subject to the replacement Sealed Bid policy in this section. C. Procedure. 1. Except to the extent Auctioneer authorizes otherwise in the Publicity, to make a Sealed Bid during the Bidding Period, a Bidder must either use the Online Auction Platform or notify the Auctioneer via overnight shipping service, first-class mail, or personal delivery. 2. If authorized generally in the Publicity, no communication via email or fax will be accepted for Sealed Bidding purposes unless the email address or fax number used matches the information provided by the Bidder during Bidder Registration or as later amended. 3. Sealed Bids may not be tendered via phone. D. Contents. In the Sealed Bid notice, the Bidder must identify the Lot in some ascertainable manner, the name of the Bidder, and the bid amount. To avoid confusion, the Bidder should identify the Lot by both Lot number and description or include the original Publicity for the Lot. Any bid that is missing required information or that the Auctioneer deems illegible or ambiguous is void and has no effect. E. Envelope. Each Sealed Bid envelope should be sealed, signed across the seal, and should identify the Auction, the Lot number, the name of the Bidder, and the date of the Sealed Bid in a conspicuous and neat manner on the outside of the envelope. F. Signature. Each Sealed Bid tendered via overnight shipping, first-class mail, or personal delivery must be signed by Bidder or else is void and has no effect. If the exterior of the Sealed Bid envelope has not been signed, Auctioneer may contact the Bidder to ensure that the Sealed Bid within has been signed. G. Bidding Period. 1. The Bidding Period begins immediately after Bidder Registration and ends at the date and time stated in the Publicity; provided, however, that if no time is stated, then Auctioneer may determine the end of the Bidding Period. 2. Sealed Bids received after the Bidding Period are void and have no effect. 3. Sealed Bids received during the Bidding Period but not executed for whatever reason during the Sealed Bid opening are void and have no effect unless the Auctioneer determines that no injustice would result (e.g., notice of the High Bid has not yet been publicly communicated). Page 17 of 34 H. Disclaimer. 1. Auctioneer will make reasonable efforts to execute any Sealed Bid received but assumes no liability to any Bidder for the failure to execute any Sealed Bid for any reason whatsoever. 2. Auctioneer will make reasonable efforts to keep the identity and amount of any Sealed Bid private but assumes no liability to any Bidder for any disclosure of the Sealed Bid if it is not tendered in an appropriately marked sealed envelope. I. Disclosures. 1. To the extent that Auctioneer learns of the amount of a Sealed Bid, Auctioneer will not purposely disclose the amount to other Bidders or even to the Seller. 2. Auctioneer may disclose the minimum bid and the number of bids received to date on any given Lot. J. Conditions. No Bidder may subject its Sealed Bid to any conditions, such as an acceptance date. All such conditions shall be construed as void and of no effect, and the Sealed Bid may be accepted as if the Sealed Bid had no such conditions. K. Replacement Bids. With respect to any Lot, a Bidder may tender a replacement Sealed Bid of a higher amount than the original Sealed Bid, subject to any Online Auction Platform restrictions. With respect to any Lot, a Bidder may tender a replacement Sealed Bid of a lower amount than the original Sealed Bid only to the extent Auctioneer allows retractions in the Publicity. When bid retractions are allowed, to the extent it is unclear which bid of a Bidder is the most recent, the Auctioneer shall discount as the most recent any bid that is clearly subject to a later bid or retraction, and take the highest bid of the rest. L. Bid Opening. With respect to any Lot, Auctioneer will make all reasonable efforts to open and/or read all conforming Sealed Bids received during the Bidding Period at the date, time, and location stated for the opening in the Publicity. Subject to any Reserve Price, Subject to Confirmation by Seller, and to any final negotiations, as described in this section, the Lot shall be declared “sold,” and the High Bidder shall be declared to be the Winning Bidder. M. No Commentary. No Bidder commentary is allowed during the opening of any Sealed Bid nor, if received, shall have any effect on the interpretation of the Sealed Bid. N. Tiebreak. If two or more Bidders have tendered High Bids of identical amounts, the Person who first sent the High Bid to the Auctioneer shall be considered the Winning Bidder. If the time that a High Bid was sent cannot be established, it shall be deemed sent at the end of the Bidding Period. If all tied High Bids are deemed to have been sent at the same time, then the Winning Bidder shall be determined by random chance. 11. Retractions. Page 18 of 34 A. Effect. Bid retractions are disruptive, interfere with the Auction, undermine Bidder confidence in the Auction, and may have a negative impact on a Lot’s final sale price. B. Reliance. Auctioneer relies on communicated bids in the conduct of the Auction. C. Prohibition. No Bidder may retract, revoke, reduce, or cancel a bid that has been acknowledged by Auctioneer or that has been tendered via the Online Auction Platform. D. Exception. Notwithstanding anything in this section, Auctioneer may allow a bid retraction for good cause, such as a clear typo or immediate oral correction, or as specifically allowed in any Publicity. E. Revival. No retraction, if allowed, will serve to revive any previous bid. 12. Winning Bids. A. Obligation. A Person who is declared or certified as the Winning Bidder on a Lot will be contractually obligated to pay the Contract Price. The resulting Purchase Agreement is made directly between the Seller and the Winning Bidder. B. Winning Bidder Certification. After the Fall of the Hammer, Auctioneer will certify the final determination as to the Winning Bidder of each Lot. The certification may be generated manually or automatically, and the Auctioneer may make this certification personally, by email, by electronic message, or otherwise. 1. The certifications are occasionally, though rarely, generated in error. Auctioneer may act in good faith to retract any certification that is discovered to have been sent in error. C. Documentation. No additional writing will be required to evidence the existence of a Purchase Agreement for any Lot sold at the Auction regardless of the Contract Price, and the Bidder Registration (if any), these Auction Terms and Conditions, Auctioneer’s clerking sheets, and any other physical or digital notation identifying the Lot, the final sale price, and the Winning Bidder will be conclusive evidence of the sale and Purchase Agreement between the Winning Bidder and the Seller, as well as the terms of the sale. D. Ownership. Except with respect to any sale of real property, title, ownership, and risk of loss for any Lot pass to the Winning Bidder immediately at the Fall of the Hammer, subject to an Auctioneer lien to ensure that the Winning Bidder fulfills the Purchase Agreement and pays the Contract Price, Buyer’s Premium, and other taxes and fees. E. Incorporation. These Auction Terms and Conditions are ipso facto incorporated into and made a part of the respective Purchase Agreement between Winning Bidder and Seller. F. Memorandum. Auctioneer may require a Winning Bidder to sign a memorandum memorializing the sale, but the absence of any such memorandum will not affect the sale or the Purchase Agreement. G. Removal. See the “Removal of Lots” Section of these Auction Terms and Conditions. Page 19 of 34 13. Real Property. A. Scope. This section applies only to any Lot offered for sale that involves Real Property. B. Additional Definitions. The following definitions apply to this section. 1. “Closing” means the settlement of a sale of Real Property at which, in accordance with the Purchase Agreement, the Seller sells, transfers, assigns, and conveys Seller’s right, title, and interest in the Real Property to the Winning Bidder, and the Winning Bidder pays the Contract Price. 2. “Real Property” means any Asset that constitutes real estate, and includes all structures and fixtures attached thereto at the start of the Bidding Period. C. Identity Disclosure. If Bidder is not an individual, Bidder must disclose upon Seller or Auctioneer request the name of each individual who has at least a Ten Percent (10%) ownership interest in Bidder or Bidder’s owners at any level of ownership. D. Separately Deeded Parcels. If the Real Property consists of two or more separately deeded parcels, Auctioneer may offer the parcels individually, as an entire group, or 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 has been determined. E. Breaks and Recesses. Auctioneer may take breaks or recesses during the bidding on Real Property, and the breaks or recesses will not operate to terminate the bidding except as expressly stated. Auctioneer may suspend the bidding on Real Property without having declared the Lot Unsold. Auctioneer may then resume the Bidding Period for a stated or unstated period. F. Buyer’s Premium. Notwithstanding anything in these Auction Terms and Conditions to the contrary, except as otherwise indicated in the Publicity, the Buyer’s Premium for each Lot that constitutes Real Property will be in an amount equal to TEN PERCENT (10%) of the final sale price. G. Purchase Agreement. 1. Review. A draft of the respective Purchase Agreement will be available for Bidder review prior to any Real Property being offered for sale. 2. Contingencies. The Purchase Agreement must not contain any Bidder contingencies of any type, including those related to financing, inspection, survey, or zoning. 3. Acceptance. The Winning Bidder must execute the Purchase Agreement immediately after the Auction. In an Absolute Auction, Seller must execute the Purchase Agreement at the Fall of the Hammer. In an Auction Subject to Confirmation or With Reserve, Page 20 of 34 Seller must execute the Purchase Agreement on Seller’s confirmation and acceptance of the High Bid Subject to Confirmation. If Seller does not execute the Purchase Agreement within fourteen (14) days after the Auction, the Deposit will be returned to the Winning Bidder, and the Purchase Agreement will be of no further force or effect, and neither the Bidder nor Seller will have any obligation or liability thereunder. 4. Closing. Notwithstanding anything in these Auction Terms and Conditions to the contrary, payment for Real Property must be made at Closing. Time is of the essence with respect to the purchase and sale of Real Property. The Winning Bidder must agree for the Closing to be held within forty-five (45) days of the Auction and must schedule the Closing in good faith. If the Closing does not occur within that time, the Seller may terminate the sale without penalty to either Seller or Auctioneer. 5. Incorporation. The draft Purchase Agreement is incorporated into and made a part of these Auction Terms and Conditions. H. Broker Fee. Auctioneer may pay a broker fee in an amount and manner established by Auctioneer to any broker who has registered with Auctioneer in such capacity and who has participated in procuring a Winning Bidder or who has otherwise assisted in facilitating the sale of the Real Property. I. Financing. The Winning Bidder will be solely responsible for, and will pay, any amounts and fees it has incurred for financing any Real Property that is has purchased. J. Recording Fees. The Winning Bidder will be responsible for, and will pay, any fees required for recording the deed for any Real Property. K. Apportionment of Taxes. Real estate taxes and any other periodic realty fees and costs must be apportioned pro rata. Seller pays for all days up to and including the date of the Closing, and Winning Bidder pays for all days following the date of the Closing. L. Other Closing Fees. Except as otherwise provided in this section, the Winning Bidder will be responsible for, and will pay, its own attorney fees and one-half (1/2) of any other Closing fee. M. Zoning; Land Use. NEITHER AUCTIONEER NOR SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ZONING OF THE REAL PROPERTY OR ANY OTHER ENCUMBRANCE OR 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, ENCUMBRANCES, AND LAND USE RESTRICTIONS AFFECTING THE REAL PROPERTY. THE SALE OF THE REAL PROPERTY WILL NOT BE CONTINGENT IN ANY WAY ON ZONING, ENCUMBRANCES, OR LAND USE RESTRICTIONS OR ON WHETHER A WINNING BIDDER CAN PUT THE REAL PROPERTY TO ANY DESIRED USE. Page 21 of 34 EACH BIDDER ACKNOWLEDGES AND AGREES THAT THE BIDDER IS NOT RELYING ON ANY REPRESENTATION BY SELLER OR AUCTIONEER CONCERNING ZONING, ENCUMBRANCES, OR OTHER LAND USE RESTRICTIONS THAT AFFECT THE REAL PROPERTY. N. Seller’s Disclosures. If the Real Property is residential in nature, Seller will complete, unless otherwise exempt, a state-issued Seller’s residential real estate sales disclosure form that, to the best of Seller’s knowledge, is true, accurate, and complete in every respect. If the Real Property includes residential improvements constructed prior to 1978, Seller will complete an appropriate lead-based paint disclosure statement. O. Title Commitment. Only at Winning Bidder’s request and sole cost, Auctioneer will cause Seller to order a commitment for title insurance in the amount of the Winning Bid to be issued by Auctioneer’s preferred title insurance company, showing marketable title in Seller’s name, with standard title exceptions applying, and/or legible copies of all recorded instruments affecting the Real Property or recited as exceptions. Standards of marketability shall be those used and accepted in Floyd County. P. Survey. Only at Winning Bidder’s request and sole cost, Auctioneer will cause Seller to deliver a survey of the Real Property. Q. Breach. 1. By Seller. If Seller should breach any of its obligations with respect to Real Property, the Winning Bidder’s sole and exclusive remedy will be the return of the Deposit and any other monies actually paid by the Winning Bidder. Under no circumstances will Auctioneer or Seller be liable for incidental or consequential damages relating to the sale, including those related to lost profits or reduced productivity. Specific performance is not available as a remedy to the Winning Bidder. 2. By Winning Bidder. If the Winning Bidder breaches any of its obligations with respect to Real Property, the Winning Bidder will forfeit the respective 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 Private Sale, the Winning Bidder will be responsible for any and all costs and expenses incurred with respect thereto, including those related to advertising and labor. The Winning Bidder will also be responsible for any shortfall between the Contract Price and any subsequent lower purchase price for which the real property may be sold. R. Risk of Loss. Seller retains the risk of loss for damage to Real Property until the transfer of title to the Real Property to the Winning Bidder at Closing. Page 22 of 34 S. Casualty. In the event of any loss or damage to Real Property that exceeds ten percent (10%) of the Contract Price, Seller may elect to either repair the damages, provide adequate credit at Closing, or terminate the Purchase Agreement. T. Jurisdiction. Notwithstanding anything in these Auction Terms and Conditions to the contrary, the sale of any Real Property will be governed by the state in which the property is located. 14. Buyer’s Premium. A. In General. Each Lot is subject to a Buyer’s Premium that will be calculated as a percentage of the final sale price. B. Responsibility. The Buyer’s Premium accrues at the Fall of the Hammer, vests in the Auctioneer, and is the payment responsibility of the Winning Bidder. C. Display. The exact percentage of the Buyer’s Premium is typically shown on the Bidder Registration page and/or is otherwise stated in the Publicity. D. Default Percentage. Except as otherwise indicated in the Publicity or this Agreement, the Buyer’s Premium will be in an amount equal to TWENTY PERCENT (20%) of the final sale price. E. Variable Percentage. 1. The amount of the Buyer’s Premium may vary depending on whether a bid is tendered via the Online Auction Platform, at the Auction Site, or otherwise. 2. Auctioneer may reduce, either universally, or on a case-by-case basis, the amount of the Buyer’s Premium. F. Processing Fees. The Auctioneer may display and assess a credit card processing fee and/or check verification fee on top of the Buyer’s Premium to cover the costs associated with processing the Buyer’s Premium. G. Advance Payment. The fees assessed pursuant to this section shall be paid in advance before the Removal of any Lot. H. No Cancellation. 1. Ignorance of, or refusal to pay, the Buyer’s Premium shall in no way entitle a Winning Bidder to retract, revoke, or cancel a Winning Bid. 2. Default on the payment of a Lot does not discharge the Winning Bidder’s obligation, in full or in part, to pay the Buyer’s Premium associated therewith, even if the Lot is resold and a separate Buyer’s Premium is obtained thereon. Page 23 of 34 3. Once the Buyer’s Premium is earned at the Fall of the Hammer, it is impossible for Auctioneer to mitigate its damages with respect to the Buyer’s Premium, and therefore Auctioneer has no obligation to do so. 15. Sales Tax. A. Applicability. Unless an exemption applies, each purchase is subject to sales tax in the jurisdiction(s) where delivery or Removal occurs. B. Calculation. Except as otherwise directed by the applicable taxing authority, sales tax will be calculated based on the Contract Price. C. Collection. Sales tax will be collected at the point of sale and will be remitted to the applicable taxing authorities. D. Multiple Taxing Authorities. Notwithstanding anything in this section to the contrary, if another jurisdiction or taxing authority (including the jurisdiction where a Winning Bidder resides, conducts business, or will maintain the Asset) requires collection and remittance of sales tax, use tax, or a similar tax, the Winning Bidder will be responsible for payment of an amount equal to the tax required by such other jurisdiction or taxing authority. E. Exemption. No sales tax exemption will be applied without the Winning Bidder having first delivered to Auctioneer an acceptable certificate of exemption. F. Foreign Bidders. To the extent that a purchase of a Winning Bidder is subject to a foreign sales tax or other use tax, special rules and procedures may apply, and the Winning Bidder’s full cooperation will be required. G. Disputes. Any dispute of any kind regarding the imposition by Auctioneer of any sales tax or similar tax to the Lot or to the Buyer’s Premium will not relieve the Winning Bidder from immediately paying any such tax, but, as the Winning Bidder may desire, must instead be brought to the respective taxing authority for potential redress. H. Errors. If it is determined that Auctioneer has collected and paid the sales tax to the wrong jurisdiction or taxing authority, the respective Winning Bidder and Auctioneer must cooperate to obtain a refund of the tax and to cause its remittance to the proper jurisdiction or taxing authority. 16. Payment. A. Finality. ALL SALES ARE FINAL; NO REFUNDS OR RETURNS WILL BE GIVEN. B. Time for Payment. Payment for a Lot must be received within two (2) business days after its sale, and before the Lot is Removed from the Auction Site. C. Payment Method. Page 24 of 34 1. To the extent allowed under this section, payment for a Lot must be made by cash, credit card, ACH, wire transfer, or personal check. 2. Credit cards may not be used for the payment of any Lot with a Contract Price greater than Two Thousand Five Hundred Dollars ($2,500.00). 3. Any Lot that involves real property or a Contract Price in excess of Five Thousand Dollars ($5,000.00) must be paid by ACH or wire transfer unless another arrangement has been approved. 4. Cash may not be used for the payment of any Lot with a Contract Price greater than or equal to Ten Thousand Dollars ($10,000.00). 5. The purchases of a Winning Bidder, if they have a total combined Contract Price plus sales tax less than the amount of the Deposit, will be automatically processed using the Deposit, except as Auctioneer otherwise agrees. 6. No Person shall Remove any Lot paid for by personal check if the Contract Price exceeds the Deposit by One Thousand Dollars ($1,000.00) and if the check has not yet cleared. D. Failure to Pay. 1. Abandonment. A Winning Bidder who fails to make a timely payment in full will be deemed to have abandoned any interest in the Unpaid Lot but will remain liable for payment of the Contract Price. 2. Resale. An Unpaid Lot may be retained by Seller, resold at a subsequent Auction date, or otherwise disposed of. Under no circumstances will a Winning Bidder be entitled to any surplus from the resale of any Unpaid Lot. 3. Liability. If an Unpaid Lot is sold at a subsequent Auction, the Winning Bidder remains liable for any shortfall or deficiency on the resale of the Lot, the Buyer’s Premium, and the costs incurred in connection with reselling the Lot. 4. Legal Action. Seller, or Auctioneer on Seller’s behalf, may, at any time, commence a lawsuit and/or other legal action against a Winning Bidder for the Contract Price of any Unpaid Lot and/or for any deficiency realized on the subsequent sale of the Lot. 5. Exclusion. Auctioneer may ban the Winning Bidder of any Unpaid Lot from its subsequent Auctions, may exclude the Winning Bidder from the Auction Site, and may notify third parties, including other auctioneers and the Online Auction Platform, of Winning Bidder’s failure to make any Auction payment. 6. Deposit. Auctioneer may apply the Deposit to the payment for any Unpaid Lot in the following order of precedence: Auctioneer’s commission, Buyer’s Premium, Auction costs and expenses, and finally to the Contract Price. E. Dishonored Payments. Page 25 of 34 1. Chargeback. Under no circumstances may a Bidder initiate a credit card chargeback, stop payment order, or otherwise dishonor a payment with respect to any purchase at the Auction. By tendering a bid, each Bidder covenants to Auctioneer not to make a chargeback or otherwise dishonor a payment. 2. Substantiation. These Auction Terms and Conditions will constitute conclusive evidence of the waiver of any right of a Winning Bidder to issue a credit card chargeback or stop payment order. On Auctioneer’s presentation of these Auction Terms and Conditions to the bank, credit card company, or other financial institution that issued the credit card on which charges were made, the financial institution will reverse or deny any