I-69 INTERCHANGE LAND AUCTION

THIS PROPERTY is being offered upon the following terms and conditions:

1. The final purchase price of the Real Property will be calculated as follows:  the bid price plus a Buyer’s Premium of ten percent (10%) of the bid price will make up the Total Purchase Price.

1. Upon conclusion of the auction, the high bidder will be required to remit a Cashier’s Check payable to the Auction Company as a non-refundable earnest money deposit (the “Deposit”) of ten thousand dollars ($10,000.00) per parcel, or ten percent (10%) of the Bid Price or whichever is greater. In the event that ten percent (10%) of the bid price is greater than the amount remitted, the Bidder must pay the remainder of the Deposit, bringing the total deposit to ten percent (10%), within three (3) business days.
   
2. The Deposit will be refunded only if the Seller is unable to deliver clean title or rejects the Contract.
   
3. The Property is being offered subject to confirmation or consent by the Seller. The following parties retain the right to bid at the auction: any third party with a security interest in the Real Property; the Auction Company for proxy bidders; the Auction Company on behalf of the Seller; Auction Company for its own account.
   
4. Auction Company will present this Contract to the Seller within twenty-four (24) hours after auction.  Seller shall accept or reject the Contract by       December 9, 2009     .  Bidder or his Agent shall be notified by Auction Company as to Contract acceptance.  If accepted, the balance of the Purchase Price is to be paid on or before   January 7, 2010   , at the time and place of closing to be determined by the Seller.  If the Bidder is not ready to close title by the scheduled closing date, any adjournment granted at the request of the Bidder shall be only granted upon the provision that all prorations and adjustments shall be as of the scheduled closing date and an additional non-refundable deposit will be required.
   
5. Bidder expressly warrants the purchase is being made solely based upon their own examination of the Property without expressed or implied warranties of the Auction Company or Seller. The Real Property is sold and the Bidder agrees to accept the Real Property in its present condition, as is, with all faults, in all respects, subject to utility easements, zoning ordinances, and any other restriction of record. Bidder acknowledges the opportunity was afforded for physical, environmental, lead, radon or other inspections prior to execution of the auction and hereby waives any further right to additional inspections. No warranties as to physical condition, environmental condition, habitability, suitability to particular purpose, tenancies, or compliance with any laws, codes or ordinances, including those relating to water supplies and septic systems (“Deficiencies”) are made by the Seller, unless specifically stated herein.  
   
6. Any inspections previously made by Bidder or his/her/their representatives were done at Bidder’s expense and for his/her/their information only. Cost and responsibility for curing Deficiencies, if any, is the Bidder’s, and the correction and cure of any Deficiencies shall not be a condition of this sale or in any way affect Bidder’s obligations under this Contract. 
   
7. Utilities and any other matters appropriate for prorating and adjustment shall be prorated between the Seller and the Bidder to the date of closing.  Any installments for local improvements not due and payable at the time of closing shall be paid for by the Bidder as they thereafter become due.  The Real Property taxes will be prorated between the Seller and the Bidder to the date of closing.  Closing fees, if any, will be shared equally between Seller and Bidder. In the event the Property is sold in subdivided parcels at the auction, the cost to provide a new survey will be shared equally between Seller and Bidder(s).

1. The Seller shall be required at his own expense to furnish to the Bidder prior to the date of closing, a preliminary binder of title insurance by a recognized title company, showing good and marketable or insurable title to the Real Property.  At the time of closing herein, the Seller shall tender to the Bidder an insurable deed to Real Property free and clear of all liens and encumbrances except for easements, restrictions and covenants of record together with an owner’s policy of title insurance.  The title company shall act as closing agent with respect to the closing of this sale.
    
2. This sale is not contingent upon the ability of the Bidder to secure financing, sell another property or any contingencies whatsoever.
    
3. The Auction Company was retained by the Seller and has functioned throughout the transaction as an agent for the seller exclusively. I.C. 25-34.1-10-9.5 provides that the Licensee (Auction Company) has an agency relationship with, and represents the interests of the Seller as Seller's agent to sell the Property. Auction Company owes duties of trust, loyalty, confidentiality, accounting and disclosure to the Seller. However, Auction Company must deal honestly with bidders and disclose certain information to the bidders about the Property. All representations made by Auction Company about the Property are made as the agent of the Seller.
    
4. If the Bidder fails to comply with the sale terms, the Deposit made on account hereof shall be forfeited.  The Seller shall be entitled to pursue all other available legal and equitable remedies against Bidder, including but not limited to holding Bidder liable for any deficiency resulting from a subsequent resale.
    
5. In the event of any litigation arising out of this sale or any breach thereof, the successful party in any litigation shall be entitled to attorney fees and all costs of litigation.
    
6. The sale will be governed by, and construed in accordance with, the laws of State of Indiana.
    
7. By accepting these terms, Bidder agrees these terms will supersede all prior discussions, negotiations and agreements, whether oral or written.  Bidder agrees his/her actions shall be binding and obligatory upon the undersigned, their separate heirs, administrators, executors, assigns and successors in interest of the undersigned.  Bidder may not assign the rights afforded the Bidder to any other party without the Seller’s consent.
   
8. No amendment, alterations or withdrawal of this Contract shall be valid or binding unless made in writing and signed by both Seller and Bidder.