Exhibit A
Terms and Conditions of Online Only Real Estate Auction

This online only auction is subject to Seller and/or lender confirmation and is a cash sale not contingent on or subject to financing, appraisal, survey, or inspections of any/or kind, as agreed to by bidders at registration prior to bidding and specified in the Agreement to Purchase Real Estate (the Contract) to which these terms and conditions are attached.

Once you place a bid, it cannot be removed, even if you have bid incorrectly. Therefore, please check and verify your bids before submitting.

Bidding increments are as follows:
$200 - $1000 = $25
$1,000 - $10,000 = $100
$10,000 - $25,000 = $500
$25,000 - $500,000 = $1,000
$500,000 - $1,000,000 = $5,000
$1,000,000 and up = $10,000

Be advised that a Buyer’s Premium of 10% is added to the high bid. Please take this into consideration when bidding. For example: if the final bid price on a property is $100,000.00, then add the 10% buyer’s premium of $10,000.00 to get a final purchase price of $110,000. This is then the actual sales price that will be used on the Purchase Agreement, and the amount upon which transfer tax and title insurance are based. At the close of the auction, the successful Bidder will be emailed a Contract to be executed and returned to Sheridan Realty & Auction Co. within Forty-Eight (48) hours.

The high bidder will then deposit earnest money of 10% of the total sale price in the form of a cashier’s check or wire transfer to Sheridan Realty & Auction Co. within Forty-Eight (48) hours of the completion of the auction. The earnest money deposit is non-refundable. The entirety of the remaining balance (90% of the total sale price) is due at closing on or before Forty-Five (45) days from Auction Day. Buyer will be responsible for all wire transfers. If the Purchase Agreement is not accepted by the Seller and/or Lender, the Buyer will receive a full refund of their earnest deposit as soon as practicable.

Successful Bidders that do not execute and return their Contract with an Earnest Money deposit within Forty-Eight (48) hours of the conclusion of the auction will be considered in default. If a closing on the Real Property is delayed for any reason, Buyer, or other parties working on your behalf, including any lender you involve, you may be declared in breach of the Contract, forfeit all deposits made, and could be held liable for any and all costs including legal fees spent by Seller and Sheridan Realty & Auction Co. incurred in a subsequent resale of the property.

Per the Purchase Agreement, time is of the essence; you should proceed to closing within Forty-Five (45) days. Possession shall be given to the successful Buyer(s) at closing. All closing fees charged by the Title Company are shared equally between Buyer(s) and Seller(s).

Buyer(s) must be prepared to make a cash offer. There are no contingencies to this sale (i.e. financing, appraisal, repairs, or inspections), but for Seller(s) and/or Lender approval (referenced above). Therefore, Bidders should be “pre-qualified” by a lender (if you require financing) prior to submitting a bid. The property is being sold for cash “as-is, where-is” without representation or warranty of any kind. Buyer agrees to accept in its present condition, Real Property, including any personal property items not taken by Seller(s). If the robots or bulk milk tank are sold separate and away from the real estate, seller will leave the property in a reasonable condition, however these above-mentioned items and their contributing hardware will be removed from the real estate.

Sheridan Realty & Auction Co. (Sheridan) reserves the right to remove or cancel the bids and or bidding rights and privileges of any party at any time. The identity of all bidders will be verified. Bidding rights are therefore provisional, and if complete verification is not possible, Sheridan may reject the registration of a bidder, and bidding activity will be terminated.

Buyer acknowledges they are buying the Real Property “as-is, where-is”, that Buyer(s) are relying on his/her own judgment and prior inspection. By signing an offer, Buyer(s) waive the 10-day lead based paint test. Equipment, if any, is sold with no warranty express or implied of any kind. Any excess materials left after the auction become the responsibility of the Buyer, excluding the hay, straw, and feed that may be sold at auction. Buyers of personal property lots will have 30 days to remove, regardless of real estate closing date.

Seller(s) will provide an owner’s policy of insurance and convey title with a Full Warranty Deed.

Sheridan and their representatives are Exclusive Agents of the Seller(s). Sheridan reserves the right to negotiate a final sales price on behalf of the Seller, or bid on behalf of the Seller, if necessary.

Real Estate is sold subject to any and all existing matters of record, and all easements, building use or zoning laws and regulations, including drain assessments, tile drainage system rights of way, and PA116 agreements. Properties that are rented are subject to Tenant’s Rights. There are no security deposits associated with the Real Property. Taxes will be pro-rated to the closing date. Buyer agrees to assume all amortization schedules if applicable. Any drain assessments will be assumed by Buyer. There are no mineral rights conveyed with Tract 1.

There are no surveys on any property. Buyer is purchasing by way of parcel ID and legal description only. All maps used in auction materials in print or online are based on specific County Equalization maps. Sheridan makes no guarantee that the maps are accurate. Per the recommendation of the Arbela Township Supervisor, Tract 1 will come with a new perimeter legal description of parcel # 003-036-200-0100-00 (76A), and 003-036-200-0900-00 (34A). An application to the Township has been submitted requesting a property line adjustment to combine these two parcels to a new single parcel. A new legal description shall be submitted, and the newly created parcel shall be reassessed for the new owner.

All Sheridan Realty & Auction Co. Online Only Real Estate Auctions are timed events that have an auto-extend feature. This auction is an “extend one, extend all” auction. Any bid placed within 5 minutes of an auction’s end will automatically extend the entire auction for 5 minutes from the time the bid is placed. Example: If an auction scheduled to end at 6:00 pm receives a bid at 5:59 pm, the close time of the auction automatically extends by five minutes. The auto-extend feature remains active until no further bids are received on any tract within the 5-minute extended time frame.
Sheridan Realty and Auction reserves the right to change and or postpone this online only auction at any time without notice.

Special terms for early possession of vacant land only. Since this auction ends so close in the calendar year to the planting season, we have drafted special provisions for those winning bidders that elect to take possession early prior to closing.

At the Buyer’s option he/she may deposit and additional 10% down payment (a total of 20%) within 48 hours of the auction ending and seller’s acceptance of the bid price achieved. This will be earnest money and escrowed with the broker and accompanied with a signed affidavit agreement allowing the buyer to plant the vacant property prior to closing. In the event the buyer does not close he/she will forfeit all said earnest money deposit and forego any recovery of outlaid planting expenses including but not limited to, seed costs, fertilizer, fuel, equipment, and labor, etc. to the seller as liquidated damages.

During this auction process there is a chance that you will be outbid. At that time you will receive an outbid notification by email. Bidders may also find out if they have been outbid by refreshing the individual lot information. Due to varying internet connections/speed, sometimes email notifications can be delayed. We are not responsible for the failure of any part of the bidding process or internet bidding.

If you are bidding against someone who has placed a max bid in the system, the max bid that is placed first will take precedence over a bid placed after. This means that the person who placed the bid first will have the high bid, in the event that the same bid is placed.

Sheridan Realty & Auction Co. has full discretion to modify the date and time, order, and details of the auction for any reason or no reason at all, including but not limited to technical issues, emergencies, and convenience of Sheridan Realty & Auction Co. or the Seller.

In the event that there are technical difficulties related to the server, software or any other online auction-related technologies, Sheridan Realty & Auction Co., MarkNet Alliance and the Seller reserves the right to extend bidding, continue the bidding, or close the bidding. Neither the company providing the software nor Sheridan Realty & Auction Co., MarkNet Alliance or the Seller shall be held responsible for a missed bid or the failure of the software to function properly for any reason. Email notifications may be sent to registered bidders with updated information as deemed necessary.

Your use of this site and bid placement constitutes your acceptance and agreement to adhere to these terms. Please print a copy for your records. All bidders are responsible for reading all terms and conditions carefully. Lack of knowledge of Auction Terms and Conditions will not release bidders from their obligations.

The terms and conditions of the Purchase Agreement, including these additional terms (Exhibit A), shall survive closing and the benefits shall inure to the respective heirs, successors, representative and assigns of the Parties.

Sheridan Realty & Auction Co. reserves the right to revise The Terms and Conditions.

Rainbow Creek Farm 187A in 3 Tracts, Plus Lely Robots, Tuscola and Genesee Counties