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1. REGISTRATION. ALL BIDDERS ARE REQUIRED TO REGISTER PRIOR TO THE AUCTION AT WWW.AARBIDS.COM, COMPLETE AN 'INTERNET BIDDING PACKET' AND TENDER A DEPOSIT OF $25,000 IN GUARANTEED FUNDS. SAID DEPOSIT IMMEDIATELY REFUNDED TO ALL UNSUCCESSFUL BIDDERS. GUARANTEED FUNDS DEFINITION: CASH, WIRE TRANSFER, MONEY ORDERS OR BANK CHECKS. SAID FUNDS MADE PAYABLE TO ABSOLUTE AUCTIONS & REALTY, INC. AND DELIVERED/MAIL TO ABSOLUTE AUCTION CENTER, 45 SOUTH AVE., P.O. BOX 1739, PLEASANT VALLEY, NY 12569. IN THE EVENT OF A SUCCESSFUL BID, BIDDER APPROVES APPLYING SAID FUNDS TOWARD THE TOTAL CONTRACT PRICE. TOTAL CONTRACT PRICE IS THE BID PLUS 10% BUYER'S PREMIUM (SEE TERM 3 FOR DEFINITION). TO BE ELIGIBLE TO BID, DEPOSIT MUST BE RECEIVED PRIOR TO 4PM THE DAY BEFORE AUCTION DATE AT THE OFFICE/ACCOUNT OF ABSOLUTE AUCTIONS & REALTY, INC.

2. BID DOCUMENTS. UPON CONCLUSION OF THE AUCTION, THE HIGH BIDDER SHALL BE PROVIDED ELECTRONICALLY, A COMPLETED PURCHASE AND SALE AGREEMENT.  THE HIGH BIDDER AGREES TO SIGN THEIR PURCHASE & SALE AGREEMENT (UNALTERED BY SUCCESSFUL BIDDER) AND ADHERE TO THE CLOSING DATE THERIN.  FAILURE TO EXECUTE THESE DOCUMENTS AND RETURN TO ABSOLUTE AUCTION & REALTY, INC OFFICE WITHIN 48 HOURS SHALL BE DEEMED A DEFAULT BY THE BIDDER(S).

3. BUYER’S PREMIUM. 10% BUYERS PREMIUM SHALL BE ADDED TO THE TOP BID TO BECOME PART OF THE PURCHASE PRICE. BUYER’S PREMIUM DEFINITION: THE BUYER’S PREMIUM IS THAT PORTION OF THE COMMISSION(S) WHICH IS/ARE BEING PAID BY THE BUYER. IT IS CLEARLY UNDERSTOOD AND AGREED BY BOTH BUYER AND SELLER THAT THE AUCTIONEER AND BROKER REPRESENT THE SELLER ONLY. THE FULL BUYER’S PREMIUM IS DUE NO LATER THAN 4:00 PM ON THE NEXT BUSINESS DAY FOLLOWING THE AUCTION, THE SUCCESSFUL BIDDER SHALL DELIVER, BY WIRE TRANSFER, OR GUARANTEED FUNDS ACCEPTABLE TO AUCTIONEER/BROKER, THE BALANCE OF THE TEN PERCENT (10%) OF THE BID PRICE. SAID DOWNPAYMENT FUNDS SHALL BE PAYABLE TO ABSOLUTE AUCTIONS & REALTY, AND DEPOSITED IN AN ACCOUNT DESIGNATED BY ABSOLUTE AUCTIONS & REALTY, FOR PRESERVATION OF SAID FUNDS. FAILURE TO FUND SAID DOWNPAYMENT SHALL CONSTITUTE IMMEDIATE DEFAULT BY THE HIGH BIDDER.

4. DEFAULT: HIGH BIDDER AGREES THAT FAILURE TO TIMELY EXECUTE THE PURCHASE AND SALE AGREEMENT AS OUTLINED IN #2 ABOVE, AND, OR, FAILURE TO FUND THE BALANCE OF THE TEN PERCENT BUYER PREMIUM DOWNPAYMENT AS OUTLINED IN #3 ABOVE SHALL CONSTITUTE DEFAULT. IN THE EVENT OF DEFAULT, ALL MONIES DEPOSITED INCLUDING, FOR AVOIDANCE OF DOUBT, BUYER’S PREMIUM SHALL BE FORFEITED. SELLER SHALL RETAIN ALL OTHER REMEDIES AVAILABLE BY LAW. SUCH MONEY SHALL BE EQUALLY DIVIDED BETWEEN OWNER AND AUCTIONEER/BROKER.

5. BACK UP BIDDER: THE BACK UP BIDDER AGREES THAT HIS/HER BID SHALL BE KEPT OPEN (AND DEPOSITS SHALL BE KEPT BY AUCTIONEER) UNTIL HIGH BIDDER PERFORMS THE OBLIGATIONS IN PROVISIONS 1-4 ABOVE.  IN THE EVENT THE HIGH BIDDER FAILSTO PERFORM PURSUANT TO THOSE PARAGRAPHS, THE BACKUP BIDDER SHALL BECOME THE HIGH BIDDER.

6. CLOSING DOCUMENTS. SELLER SHALL PROVIDE A LEGALLY RECORDABLE DEED. PRIOR TO AUCTION, SELLER HAS REPRESENTED TO AUCTIONEER/BROKER THAT TITLE CONVEYED SHALL BE INSURABLE AND FREE AND CLEAR OF LIENS OR ADVERSE ENCUMBRANCES.

7. REPRESENTATIONS AND WARRANTIES. BROKER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUBJECT PROPERTY, AS SAME ADDRESS ZONING, SITE PLAN APPROVAL OR OTHER FEDERAL, STATE OR LOCAL LAWS. ANY MAPS, PLATS, SURVEYS, SITE PLANS, SUBDIVISION MAPS OR THE LIKE HAVE BEEN SUPPLIED BY SELLER AND AUCTIONEER/BROKER MAKE NO

REPRESENTATION, WARRANTIES OR GUARANTEES WITH RESPECT TO LOCATIONS, DIMENSIONS, TRACK

SIZES, SUITABILITY FOR USE, OR SUBSURFACE CONDITIONS.

8. REPRESENTATION. BY EXECUTION OF THIS AGREEMENT THE BIDDER ACKNOWLEDGES THE AUCTIONEER/BROKER REPRESENT THE SELLER, ONLY, AND THE COMMISSION PAID IN RESPECT TO

THIS SALE IS IDENTIFIED AS A BUYER'S PREMIUM AS SET FORTH IN PARAGRAPH FOUR ABOVE. THIS IS A PORTION OF COMMISSION PAID BY THE BUYER.

9. DETERMINATION OF DISPUTES. IN THE CASE OF DISPUTED BIDS, THE AUCTIONEER/BROKER SHALL EXERCISE HIS OR HER BEST DISCRETION IN DETERMINING THE RESOLUTION OF CLAIMS, AND SUCH DECISION IS FINAL. SUCH DECISION SHALL NOT BE THE SUBJECT OF ANY POST-AUCTION

CLAIMS. AUCTIONEER/BROKER RESERVES THE RIGHT TO BID ON BEHALF OF BUYERS AND/OR SELLERS. NO TRANSFER SHALL BE RECOGNIZED FROM ONE BUYER TO ANOTHER. IN THE EVENT A DISPUTE SHOULD ARISE AFTER THE AUCTION, THE AUCTIONEER/BROKER'S  RECORDS SHALL BE CONCLUSIVE. BIDDER AGREES THAT LITIGATION SHALL BE CONDUCTED IN DUTCHESS COUNTY, NY.

10. PRIVACY OF AUCTION. THE AUCTION IS A PRIVATELY CONDUCTED EVENT, NOT OPEN TO THE PUBLIC AND AS SUCH, AUCTIONEER/BROKER RESERVES THE RIGHT TO REFUSE ADMITTANCE TO ANY PERSON.

11. INDEMNITY PROVISIONS. BY EXECUTION OF THIS AGREEMENT, BIDDER AGREES TO BEAR RESPONSIBILITY FOR ANY CHARGES, CLAIMS OR EXPENSES INCURRED BY REASON OF ANY VIOLATION, BREACH OR DEFAULT IN RESPECT TO THESE TERMS AND CONDITIONS, INCLUDING, REASONABLE ATTORNEY'S FEES, COURT COSTS, THE COST OF RE-SALE, AND REMARKETING COSTS. THE FOREGOING REMEDIES ARE NOT EXCLUSIVE.

12. INTERPRETATION. INTERPRETATION OF THIS AGREEMENT SHALL BE CONSISTENT WITH THE PURCHASE AND SALE AGREEMENT, IT BEING THE STATED INTENT THAT THIS DOCUMENT AND THE PURCHASE AND SALE AGREEMENT ARE TO BE READ AS INTEGRATED DOCUMENTS CONFERRING THE SAME RIGHTS AND OBLIGATIONS.

13. FORFEITURE UPON DEFAULT. IN SUCH EVENT BUYER FAILS TO ABIDE THE TERMS AND CONDITIONS SET FORTH HEREIN OR FAILS TO ABIDE THE OBLIGATIONS ARISING FROM THE PURCHASE AND SALE CONTRACT EXECUTED IN CONJUNCTION WITH THIS SALE, BUYER ACKNOWLEDGES HE OR SHE SHALL FORFEIT ALL MONIES DEPOSITED WITH THE SAME TO BE DISTRIBUTED IN ACCORDANCE WITH #4 ABOVE.  BY EXECUTION OF THIS AGREEMENT, BIDDER ACKNOWLEDGES THIS IS A NEGOTIATED RESULT, AND THE FORFEITURE OF SAID SUMS OF MONEY DO NOT CONSTITUTE A PENALTY.

14.  IDENTITY OF BIDDER.  IF HIGH BIDDER IS A CORPORATE ENTITY AND ANY MEMBER, INVESTOR, SHAREHOLDER, AGENT OR EMPLOYEE OF SUCH ENTITY HAS AT ANY TIME BEEN A MEMBER, INVESTOR, SHAREHOLDER, AGENT OR EMPLOYEE  OF WALNUT WOODS, LLC OR PARKSIDE INN,  LLC. OWNER RESERVES THE RIGHT, AT ITS SOLE DISCRETION TO DISQUALITY SUCH BID.