Lot # : 1 - Mat-Su Tool Repair

TERMS AND CONDITIONS Online Real Estate Auction Please review this document carefully. In order to register and receive access to the interactive online bidding platform, a Bidder must accept and acknowledge these Terms and Conditions. 1. AUCTION REGISTRATION: Registration is required to become a qualified and eligible bidder ("Bidder") for the Auction. In order to become fully registered and eligible to bid, a prospective Bidder must: (a) Complete the bidder registration located on the website at www.webbauctionak.com (b) Deposit with Auctioneer certified funds in the amount of $10,000. Prospective bidders may choose to mail or deliver a $10,000 cashier's check made payable to 360° North Realty or submit the funds through wire transfer. If you are not deemed the Winning Bidder, your certified funds will be refunded to you within two (2) business days after the close of the auction event; and (d) Fully accept and agree to these Auction Terms and Conditions. The identity of all bidders will be verified. Bidding rights are provisional, and if complete verification is not possible, the seller will reject the bidder's registration. 2. WINNING BID, TOTAL PURCHASE PRICE, and PURCHASE AGREEMENT: (a) Within 48 hours of the close of the auction event, the Winning Bidder for the business will be required to execute, as Buyer ("Buyer"), the Business Purchase Agreement and applicable Addendums, if any, ("Agreement") with no exceptions. No modifications to the form of the Agreement will be accepted. Failure to execute the Agreement in the form presented within 48 hours from the close of the auction event may result, at the Seller's option, in a voiding of the sale and resulting in the sale of the Business to the next high bidder, or placement of the Business back in the Auction. Winning Bidders not executing and returning their Agreement be considered in default. The required earnest money deposit shall be held in a trust account with the Seller's designated closing agent pursuant to the terms of the Agreement. (b) Upon acceptance of a successful bidder the registration fee shall become earnest money and non-refundable.. (c) The amount of (i) the Winning Bid AND (ii) 7% of the Winning Bid (Buyer's Premium) will be the Total Purchase Price ("Total Purchase Price") for the Business to be purchased by the Buyer under the Agreement. 3. CLOSING AND PAYMENT OF TOTAL PURCHASE PRICE: (a) The Closing date ("Closing") will be on or before June 30, 2017, unless extended by Seller. (b) The Total Purchase Price will be due and payable by Buyer at Closing unless agree to Owner Finance Terms, with Cashier's Check from an F.D.I.C. insured institution in U.S. Funds (payable to the Seller) or by Wire Transfer of immediate funds, pursuant to instructions from the Settlement Agent. Buyer shall receive credit for the Earnest Money Deposit which shall be released from escrow and applied by the Settlement Agent towards the Total Purchase Price at Closing. (c) Sellers to provide Owner Financing Option with $50,0000.00 down at an Interest Rate of 7% for the Term length of 3 years and amortized. (d) Time shall be of the essence as to all of Buyer's obligations. Any buyer not closing within the contractual time period to close will forfeit his / her earnest money. Please review the Seller's Sample Business Purchase Agreement to determine closing requirements. 4. BUYER'S NOTE: (a) The sale of the Business is an "All Cash" transaction and shall not be subject to any financing, other contingencies, or post Auction due diligence. Buyer will be solely responsible for making Buyer's own financial arrangements unless agree on Owner Finance Terms. (b) The Seller, Broker, Auctioneer and their representatives, attorneys, agents, and sub-agents, assume no liability for errors or omissions in this or any other property/business listings or advertising or promotional / publicity statements and material. The Seller, Broker, Auctioneer and their representatives, attorneys, agents and sub-agents, make no guarantee as to the accuracy of the information herein contained or in any other property/business listing or advertising or promotional / publicity statements and material. Neither Seller, nor Broker nor Auctioneer has any obligation to update this information. Neither Seller, nor Broker, nor Auctioneer not their Agents and Sub-Agents, have any liability whatsoever for any oral or written representations, warranties, or agreements relating to the Business (including information appearing in advertisements or announcements / updates prior to the time of the Auction) except as is expressly set forth in the Agreement. (c) The Business and Assets is sold in its "AS IS" condition with all faults and limitations and no warranties expressed or implied. All Bidders are encouraged to inspect the Business prior to placing any bid and the Winning Bidder, as Buyer, acknowledges that he/she/it has had a reasonable opportunity to inspect and examine the condition of the Business and make inquiries of applicable governmental authorities pertaining to Buyer's proposed use of the Business prior to the Auction as Buyer has deemed necessary or desirable. (d) Competitive bidding is an essential element of an Auction sale, and such a sale should be conducted fairly and openly with full and free opportunity for competition among bidders. Any conduct, artifice, agreement, or combination the purpose and effect of which is to stifle fair competition and chill the bidding, is against public policy and will cause the sale to be set aside. Collusion / Bid Rigging are a Federal Felony punishable by imprisonment and fine. Seller will report all illegal conduct to the F.B.I. and cooperate with any prosecution. (e) The Seller in its absolute sole discretion reserves the right to amend, negotiate, modify, or add any terms and conditions to these Terms and Conditions and to announce such amendments, modifications, or additional terms and conditions on, during or before the Auction. (f) Back-up bids will be recorded and received. Should the Business not close with the original winning bidder (Buyer), the Seller in its sole discretion will have the option to pursue back-up bids. (g) Review of the Agreement (Sample Business Purchase Agreement and applicable Addendums) before making any bids is strongly recommended. No modification to the form of the Agreement will be accepted, at Seller's sole discretion. (h) The Business may be withdrawn at any time without notice and is subject to additional deletions and / or prior sales. All Pre Auction offers are encouraged and will be considered. (i) The purchase is not contingent on obtaining financing or qualification. 5. ANNOUNCEMENTS: All announcements and updates prior to the Auction will take precedence over all previously printed material and any other oral statements made. As a bidder it is your responsibility to know and understand all announcements / updates before the auction begins. In the event of a dispute over any matter, the Seller shall make the sole and final decision and will have the right either to accept or reject the final bid or reopen the bidding. Bidding increments and order of sale shall be at the sole discretion of the Seller. 6. ONLINE BIDDING: The Auction is being conducted solely by Online Internet bidding via the Worldwide Web. All Interested bidders must obtain, fully complete and accept the proper forms as indicated in item 1 (a) and (b) above in order to receive your secure password and user ID with instructions allowing access to the online bidding platform. 7. DEFAULT: If the Buyer fails to comply with any of these Terms and Conditions, or if the Closing shall not occur on or before July 30, 2017 because of the fault of Buyer, the Seller may retain the earnest money deposit and any required deposit(s) under the Agreement as liquidated damages and not as a penalty. By retaining the deposits, Seller does not waive any right or remedies it may have because of the Buyer's default. It is intended hereby that all of the rights and remedies of Seller available either pursuant to the terms of this Agreement, or under the law or otherwise, are cumulative and not exclusive of any other such right or remedy. 8. REPRESENTATIONS: All information was derived from sources believed to be correct, but is not guaranteed. Bidders shall rely entirely on their own information, judgment, and inspection of the Business and records. Neither Seller, Broker, Auctioneer its Agents nor Sub-Agents makes any representation or warranties as to the accuracy or completeness of any information provided. All sizes, dimensions, drawings are approximations only. 9. BROKER PARTICIPATION: One percent (1%) of the Winning Bid amount will be paid to a qualified Licensed Real Estate Broker ("Broker") whose registered Buyer's offer is accepted by the Seller and closes on the Business, provided the Broker is not prohibited by law from being paid such commission. To qualify for a commission, the Broker must register their prospect at www.webbauctionak.com. This registration must be received by the close of business one day prior to the Auction. Commissions will be paid only after closing and Seller receipt of proceeds. Brokers are not required to attend the closing. If a cooperating Broker has not met all of these requirements, no commission will be paid to the cooperating Broker, even if the cooperating Broker's prospect purchases the Business. No oral registrations will be accepted. Under no circumstances whatsoever will any commission be paid if the sale does not close for any reason. 10. RESERVE AUCTION SUBJECT TO SELLER CONFIRMATION: This is a reserve auction. The opening bid is $88,000. If opening bid is not achieved at the close of the auction event, the winning bid will be presented to Seller for confirmation. Within 48 hours, Seller will either accept, reject or counter the Winning Bid. 11. BIDDING PROCESS: All bids are an irrevocable offer to buy and shall remain valid and enforceable until the Seller declares the business "Sold" and the auction has concluded. The bidder's number, secure password and user ID is nontransferable. 12. ENVIRONMENTAL DISCLAIMER: The Seller, Broker, Auctioneer, agents, and their agents, contractors and employees do not warrant or covenant with Buyer(s) with respect to the existence or nonexistence of any pollutants, contaminants, mold, or hazardous waste prohibited by federal, state or local law or claims based thereon arising out of the actual or threatened discharge, release, disposal, seepage, migration or escape of such substances at, from or into the premises. Buyer is to rely upon its' own environmental audit or examination of the premises. 13. BUILDING LEASE: Building Lease letter is in content of packet or available by request 14. ALL SALES ARE FINAL: By registering and bidding, the Buyer acknowledges they understand accept and agree to these Terms and Conditions. The Buyer acknowledges that they have read the Sample Business Purchase Agreement and Addendum and the Terms and Conditions of the Auction Sale posted on the website and accept the Business Purchase Agreement without any changes to the pre-printed text. The Buyer must sign the contract Addendum within 48 hours after the Auction concludes and deposit the required earnest money deposit as instructed. In the event a Winning Bidder fails to submit the signed Addendum and earnest money deposit as stipulated in the Agreement. Additional default remedies are reserved by the Seller as provided in these Terms and Conditions. All administrative Fees are Non-Refundable. 15. HOLD HARMLESS: Seller, Broker, and Auctioneer cannot, and will not, be held responsible for any interruption in service, errors, and / or omissions, caused by any means, therefore they cannot guarantee continual, uninterrupted or error free service as the website could be interfered with by means out of their control. Bidder acknowledges that the online auction is conducted electronically and relies on hardware and software that may malfunction without warning. The Seller may void any sale, temporarily suspend bidding and re-sell the Business that was affected by any malfunction. The decision of the Seller is final. Bidder agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of any transaction being conducted during the auction. ACKNOWLEDGMENT AND ACCEPTANCE: The Undersigned Bidder acknowledges receipt and copy of these Terms and Conditions, and having read and understood the provisions set forth therein, accepts same and agrees to be bound thereby. Facsimile and electronic signatures will be treated and considered as original.