J. P. King Auction Company, Inc. (“King”), an Alabama corporation headquartered at 580 Sutton Bridge Road, Suite B in Rainbow City, Alabama 35906 (telephone 800-662-5464 or 256-546-5217 and its Tennessee broker, J. Craig King (“King’s Broker”), whose address is 580 Sutton Bridge Road, Suite B in Rainbow City, Alabama 35906 (King and King’s Broker referred to herein collectively as “Auctioneer”) have contracted with Hardin Bottoms Development CO., INC (“Seller”), to offer to sell at public and online auction (“Auction”) (i.e., via the Internet) certain real property (whether singular or plural, herein “Property”). These terms, plus any additions, deletions, and/or revisions announced by Auctioneer before the commencement of the Auction, represent the exclusive terms for the Auction (“Terms of Auction”). Seller and Auctioneer may pre-sell the Property, postpone or cancel the auction, rearrange the order or sequence of the Properties in the auction, modify the Terms of Auction by posting notice of modification on the website, or remove any Property from the auction inventory.

THE DATA, DOCUMENTS, MATERIALS, AND OTHER INFORMATION FOUND ON AUCTIONEER’S WEBSITE AT WWW.JPKING.COM AND ANY OTHER WEBSITE(S) OFFERED BY AUCTIONEER FOR THE USE OF A BIDDER IN THE AUCTION (COLLECTIVELY “AUCTION WEBSITE”) ARE MADE AVAILABLE TO BIDDER STRICTLY ON AN “AS IS” BASIS AND SELLER AND AUCTIONEER DO NOT WARRANT THE ACCURACY, COMPLETENESS, CORRECTNESS, RELEVANCE, OR RELIABILITY OF SUCH. SELLER AND AUCTIONEER MAKE NO GUARANTEE OR WARRANTY OF ANY KIND REGARDING THE PROPERTY, THIS OFFERING, THE INFORMATION MADE AVAILABLE, THE AUCTION, OR THE TRANSACTION CONTEMPLATED HEREIN, WHETHER EXPRESSED, IMPLIED, OR OTHERWISE, AND THEY DISCLAIM ALL GUARANTEES AND WARRANTIES OF EVERY KIND TO THE FULLEST EXTENT ALLOWED BY LAW. FURTHERMORE, SELLER AND AUCTIONEER DO NOT WARRANT THAT THE AUCTION WEBSITE INCLUDING, BUT NOT LIMITED TO, ALL ASSOCIATED EQUIPMENT, FUNCTIONS, HARDWARE, THIRD-PARTY PROVIDERS, SERVERS, SERVICE PROVIDERS, SOFTWARE, SYSTEMS, UTILITIES, VENDORS, AND OTHER INVOLVED WEBSITES WILL FUNCTION WITHOUT BREAKDOWN, CIRCUMSTANCE, COMPUTER VIRUS OR THE LIKE, CONDITION, DAMAGE, DEFECT, DELAY, DISRUPTION, ERROR, EVENT, FAILURE, FLAW, INTERRUPTION, ISSUE, MALFUNCTION, MISTAKE, NEGLIGENCE, OMISSION, OPERATION, OUTAGE, PROBLEM, OR INABILITY OF ANY KIND THAT MIGHT ADVERSELY AFFECT THE AUCTION OR ANY BIDDER INCLUDING, BUT NOT LIMITED TO, A BIDDER BEING UNABLE TO USE THE AUCTION WEBSITE, OR ACCESS OR USE THE MATERIALS POSTED ON THE AUCTION WEBSITE, OR TIMELY SUBMIT A BID, OR AUCTIONEER NOT TIMELY RECEIVING, RECOGNIZING, ACCEPTING, HANDLING, OR ACTING ON SUCH A BID. SELLER AND AUCTIONEER DO NOT WARRANT THAT ANY SUCH PROBLEM WILL BE DETECTED OR, IF DETECTED, TIMELY CURED AND, TO THE FULLEST EXTENT ALLOWED BY LAW, SELLER AND AUCTIONEER WILL HAVE NO LIABILITY OR RESPONSIBILITY OF ANY KIND OR AMOUNT WHATSOEVER TO ANY BIDDER, BUYER, OR OTHER PERSON OR ENTITY.

                A BIDDER REGISTERING TO BID IN THE AUCTION AND ACCESSING THE AUCTION WEBSITE CONFIRMS THAT BIDDER FULLY UNDERSTANDS THESE TERMS OF AUCTION AND UNCONDITIONALLY AND IRREVOCABLY AGREES TO BE BOUND BY THEM, ALONG WITH ANY ADDITIONS, DELETIONS, AND/OR REVISIONS PUBLISHED TO THIS DOCUMENT BY AUCTIONEER BEFORE THE COMMENCEMENT OF THE AUCTION. BIDDER AGREES THIS FORM OF ACCEPTANCE IS VALID, BINDING, AND ENFORCEABLE PURSUANT TO THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, THE UNIFORM ELECTRONIC TRANSACTION ACT, AND ALL OTHER APPLICABLE FEDERAL AND STATE LAWS. BIDDER CONSENTS TO THE USE OF AN ELECTRONIC FORMAT FOR ALL MATTERS RELATED TO THE AUCTION INCLUDING, BUT NOT LIMITED TO, THE USE OF ELECTRONIC SIGNATURES WHEREVER PROVIDED FOR HEREIN OR IN ANY CONTRACT FOR SALE REGARDING THE PROPERTY.

A BIDDER SHOULD CONSULT WITH A COMPETENT ACCOUNTANT, ATTORNEY AT LAW, CONTRACTOR, FINANCIAL ADVISOR, REAL-ESTATE BROKER, TAX ADVISOR, AND/OR OTHER PROFESSIONAL FOR ADVICE, IF NEEDED, BEFORE BIDDING IN THE AUCTION FOR THE PROPERTY.

             1.    AGENCY: Auctioneer is acting exclusively as an agent for Seller and not as an agent for any Bidder or Buyer. No third-party broker is acting as a sub-agent of Auctioneer.

2.    COLLUSION: Bid-rigging is a federal felony punishable by imprisonment and fine. The auctioneer will report all illegal conduct to the F.B.I. and cooperate with any prosecution.

             3.    COPYRIGHT: The Auction is the exclusive intellectual property of Auctioneer, covered by copyright protection, and may not be recorded, reproduced, or used in any form by anyone other than Auctioneer.

  4.    PROPERTY: The Property is described in the “Real Property Sale Contract” (“Sale Contract”), a copy of which is available from Auctioneer, online at www.jpking.com, and posted at the Auction.

             5.  DUE DILIGENCE: Seller and Auctioneer do not attempt to provide Bidder with all of the information Bidder may need to make an informed decision about the Auction and Property. Bidder should obtain professional advice, inspect, and conduct due diligence on the Property, any occupancy of it, title commitment (available from Auctioneer and posted at the Auction), surrounding area, all information provided by Seller or Auctioneer, “Property Information Package” (available from Auctioneer, online at www.jpking.com, and posted at the Auction), public records, Terms of Auction, Sale Contract, transaction contemplated, and all circumstances, defects, facts, issues, problems, and other relevant matters (collectively “Property Issues”). All information provided by Auctioneer came from Seller and is believed to be accurate, but neither Seller nor Auctioneer guarantees, represents, or warrants its accuracy or completeness and Bidder should not rely upon it without independent inspection and verification from sources Bidder knows to be reliable. Bidder has either performed all inspections and other due diligence that it deems necessary in advance of bidding in the Auction, or Bidder understands and fully accepts the risk of not having done so. No Property will be open for inspection following the Auction and through the time of closing of the sale. Seller and Auctioneer are not required to update any information provided or published and will have no liability whatsoever for failing to do so.

Neither Seller nor Auctioneer has any duty or other obligation to disclose to Bidder any information that either might know which relates to the Property, except as is required by law, and neither will have any liability or responsibility of any kind or amount whatsoever to a Bidder, Buyer, or any other for failure or refusal to do so. Bidder should not rely upon any information from any source (including, but not limited to, amenities, appraisals, assessments, condition, configuration, construction, defects, desirability, dues, encumbrances, economic, environmental, fines, floor plan, habitability, hazards, health, improvements, layout, legal, liens, penalties, physical, permitted uses, quality, risks, safety, sizes, square footage, rooms, buildability, suitability, use, value, flood zones, zoning, or any other) without independent inspection and verification made by Bidder with sources Bidder knows to be informed and reliable. The Bidder’s reliance on any and all information is solely at Bidder’s risk.

Bidder has either performed all inspections and other due diligence that it deems necessary in advance of bidding in the Auction, or Bidder understands and fully accepts the risk of not having done so, and Bidder’s participation in the Auction is unequivocal and voluntary agreement and acceptance of this. No Property will be open for inspection or other access following the Auction and through the time of closing of the sale (“Closing”). Seller and Auctioneer are not required to update any information that they make available, provide, or publish, and they will have no liability or responsibility of any kind or amount whatsoever to a Bidder or any other for failing to do so.

            6.    DISCLAIMER: Participation in the Auction is at Bidder’s sole risk and Seller and Auctioneer, plus their agents, assigns, attorneys, contractors, directors, employees, members, officers, representatives, and successors will have no liability or responsibility of any kind or amount whatsoever to a Bidder or any other. The Property will be offered “AS IS,” WHERE IS, WITH ALL FAULTS, LIMITATIONS, AND CONDITIONS, as well as with all burdens, circumstances, dangers, defects, hazards, issues, material facts, problems, and other relevant matters, whether latent or patent, whether known or unknown, whether suspected or not, whether observable by casual inspection or not, whether past, present, or future, whether material facts or not, and whether or not referenced herein, and with no adjustment, allowance, change, repair, or revision whatsoever to be made or paid for by Seller or Auctioneer.

Seller and Auctioneer do not make any agreement, guarantee, promise, representation, or warranty, whether expressed, implied, or otherwise, whether oral or written, whether past, present, or future, and whether or not referenced herein, with respect to the Property, these Terms of Auction, the Auction, Property Issues, the Sale Contract, the transaction contemplated herein, or any related matters (individually or collectively herein “Overall Transaction”), except as expressly stated in the Terms of Auction or the Sale Contract, plus any additions, deletions, and/or other revisions to these two documents, and neither Seller nor Auctioneer will be bound, liable, or responsible in any manner or amount whatsoever for any oral or written advice, information, opinion, representation, or statement furnished, made, or published by any other person including, but not limited to, any agent (including, but not limited to, a real-estate agent or broker), assign, attorney, broker, director, employee, member, officer, representative, shareholder, or successor.

Bidder understands, agrees, and voluntarily accepts that online bidding in the Auction involves multiple and complex systems (e.g., communication, computer, electric, electronic, equipment, hardware, mechanical, operation, server, software, switching, transmission, etc.), service and other providers, utilities, vendors, websites, and third parties, and Seller and Auctioneer will have no liability or responsibility whatsoever to a Bidder, Buyer, or anyone else for any cost, damage, expense, harm, injury, or loss which arises from, or relates to, any act, Act of God, action, breakdown, circumstance, computer virus or the like, condition, damage, defect, delay, disruption, error, event, failure, flaw, interruption, issue, malfunction, mistake, negligence, omission, operation, outage, problem, or inability of any kind that adversely affects the Auction or any Bidder or Buyer including, but not limited to, a Bidder or Buyer being unable to use the Auction Website, or access or use the materials posted on the Auction Website, or timely submit a Bid, or Auctioneer not timely receiving, recognizing, accepting, handling, or acting on such bid. This disclaimer, exclusion, and limitation will be given full force and effect even if Auctioneer had notice that such an issue or problem might exist and failed to timely investigate and/or correct it.

Every Bidder and Buyer, as well as everyone claiming by, though, or under such person, fully, knowingly, irrevocably, unconditionally, voluntarily, and finally waives, discharges, and releases Seller and Auctioneer, including their agents, assigns, attorneys, brokers, directors, employees, members, officers, representatives, shareholders, and successors, from any and all actions, arbitrations, claims, costs, damages, deficiencies, expenses, harm, injury, liability, losses, suits, or other demands of every kind, and all related issues that a Bidder or Buyer may now have, or hereafter acquire, and which arise from, or relate to, any act, error, event, circumstance, condition, or omission that relates to the Overall Transaction, whether known or unknown, whether suspected or not, whether observable by casual inspection or not, whether past, present, or future, whether material facts or not, and whether or not referenced herein.

               7.    DISCLOSURES: Unless otherwise disclosed, the Property will be offered for sale and conveyed by deed free and clear of all liens, mortgages, deeds of trust, delinquent taxes, assessments and warrants, but subject to all non-monetary encumbrances such as conditions, covenants, deeds, easements, reservations, restrictions, rights-of-way, title exceptions, zoning regulations and matters of record. Maps, depictions, and sketches in any materials related to the Property are for illustration purposes only and the Seller and Auctioneer do not guarantee, represent, or warrant their accuracy or completeness. Radon is a radioactive gas that comes from the natural breakdown of uranium in soil, rock, and water. It is drawn into buildings through foundation and other openings to the soil. The U.S. Environmental Protection Agency and Surgeon General recommend all homebuyers have an indoor radon test conducted. Radon is a Class-A carcinogen and the second leading cause of lung cancer in the U.S. Seller and Auctioneer notify Bidders of the potential issues and problems involved with the above matters and make no representation of its existence or absence from the Property and specifically disclaim any and all responsibility or liability whatsoever to Bidder, Buyer, or anyone else if it is present.

8.    REGISTRATION: LIVE AUCTION REGISTRATION: Any competent adult with a satisfactory photo identification who properly registers and complies with the Terms of Auction may bid. A Photo I.D. will be required to bid. Auctioneer may refuse to register or expel any person who is disruptive, noncompliant, or previously caused a problem for Seller or Auctioneer. Any person intending to bid on behalf of another must present Auctioneer with an executed, enforceable, recorded, and unexpired power of attorney which is subject to Auctioneer’s approval.

ONLINE REGISTRATION: Registration is required in order to bid. For Online Bidders, the online registration process requires you to (1) register to become an on-line bidder; and (2) request to bid for a particular auction event and comply with all registration requirements for that auction. Bidders will be e-mailed once their registration is complete and approved, and it is the Bidder’s responsibility to ensure that the registration process is complete and approved prior to the start of the auction event. By registering, Bidder hereby authorizes Auctioneer to contact Bidder by phone or e-mail. Auctioneer and Seller may waive, modify, or impose additional registration requirements for certain Bidders in its sold and absolute discretion.

Bidder registration for Online Bidders will require credit card verification as part of the registration process. Bidder understands that a $500.00 credit card authorization will be placed at the time of registration. In the event bidder does not purchase, the authorization will be released upon completion of the auction. JP King, nor seller, can guarantee the amount of time it takes for your credit card company to release the hold. Bidder should contact credit card company to determine how long the company retains credit card holds.

The requirements for Bidder registration may be waived by Auctioneer and Seller with respect to any Bidder, without waiving same for any other Bidder.

               By registering to bid, Bidder acknowledges receiving and reading the Terms of Auction, the Sale Contract, The Property Specific Disclosures and all other relevant materials published by Auctioneer about the Property and Auction, and Bidder represents full understanding of the content of these materials and the online bidding requirements and unconditionally and irrevocably agrees to be bound accordingly. Bidder authorizes Auctioneer to contact Bidder about any matter by email or telephone at the email address or telephone number that Bidder provided to Auctioneer during registration.

 CANCELLATION; LIQUIDATED DAMAGES. IF WINNING BUYER BREACHES THESE TERMS, (1) WINNING BUYER’S OFFER MAY BE REJECTED BY SELLER, (2) THE PROPERTY MAY BE IMMEDIATELY SOLD TO ANOTHER PARTICIPANT, AND (3) WINNING BUYER WILL BE RESPONSIBLE FOR PAYING LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO THE AMOUNT OF THE CANCELLATION FEE SHOWN AT THE TIME OF ONLINE REGISTRATION ($500.00) OR THE 10% DOWNPAYMENT, WHICHEVER IS GREATER.

             9.    BROKER PARTICIPATION: A Buyer’s broker (“Cooperating Broker”) who qualifies under Seller’s and Auctioneer’s broker cooperation program requirements will be paid, at the Closing of a subject parcel or portion of the Property, a commission equal to Two Percent (2%) of the amount of the Buyer’s highest bid amount made in the auction. A Cooperating Broker must complete the registration form as required for this commission with Auctioneer PRIOR to the Cooperating Broker’s client requesting to bid in the auction. A Cooperating Broker registration form with complete instructions is available from Auctioneer online at WWW.JPKING.COM.

10.    BUYER’S PREMIUM:

A twelve-percent (12.00%) buyer’s premium will be in effect for the Auction and added to the amount of the highest bid to arrive at the selling price for the Property (“Total Contract Price”).

11.  AUCTION: The Property is scheduled for a RESERVE AUCTION, whereas the first 5 lots will be sold to the highest bidder at or above a bid of $25,000. All remaining lots will be subject to Owner Confirmation, whereas the Seller has the right to accept or reject the final offer made. Auctioneer’s discretion includes, but is not limited to, the auction method, bid-calling, bid increments, and determining the buyer. The Bidding will begin at the Auctioneer’s commencement of the Auction for the Property, by gavel. The decision of Auctioneer is final regarding all matters that arise before, during, and after the Auction. Auction Team may bid on Seller’s behalf up to the amount of the Seller’s reserve price. Bidding on behalf of Seller assists Sellers and Buyers with establishing an agreed upon sales price.

The Auction Inventory includes twenty-two (22) lots that are scheduled to be sold using the “High Bidder’s Choice” method of auction as follows:

 1.  The first five (5) waterfront lots as selected by the highest bidders will be sold at the highest respective bidder at or above a bid of $25,000 each.

2.  The remaining lots will be offered subject to Seller’s acceptance of the highest bid price for each lot.

3.  The initial highest Bidder will select any one or more of the lots from the Property inventory designated for round-one bidding. Once the initial highest bidder has completed this selection, bidding will resume in a second phase of bidding for the available lots. The highest Bidder in the second phase of bidding will select any one or more of the available lots from the Property inventory. This process will continue into a third and subsequent phases of bidding until all lots in the Property inventory have been selected by their respective highest Bidders. Prior to starting the second and any subsequent phase of bidding, Seller and Auctioneer may offer Bidders, on a first-come-first-served basis, the opportunity to select any one or more of the unselected lots included in the designated Property inventory for the amount of the last highest Bidder’s bid. Once a high Bidder has selected one or more lots from the Property inventory, that Bidder may NOT exchange any lot previously selected for any other lot.

 *Successful high bidders should be prepared to make their selection immediately upon being declared the high bidder.

             12.    NOTIFICATION TO SUCCESSFUL BIDDER: Following the close of the Auction, Auctioneer will email notification of success to all online Bidders designated by Auctioneer to be a Buyer of the Property, along with a copy of the Sale Contract and all attachments, exhibits, and other sale-related documents. Buyer must timely execute and return the Sale Contract to Auctioneer, as provided herein (see below).

             13.  SALE CONTRACT: Bidder should carefully read and understand the Sale Contract before bidding in the Auction. The Property will be offered subject to the terms of the Sale Contract which is not negotiable. This is a cash sale and not contingent upon any matter, including Buyer obtaining financing. Buyer will immediately execute the Sale Contract and all related documents presented by Auctioneer to bind Bidder and Seller to a sale of the Property.

ONLINE BUYERS; Not later than Two (2) hours following the close of the Auction, Buyer must complete and return the following to the Auctioneer: (a) execute the Sale Contract in its entirety, along with any and all accompanying documents that require execution to bind Seller and Buyer to the sale of the Property; (b) transmit the fully executed Sale Contract and all related documents to Auctioneer by email via DocuSign.

No Later than Monday, July 17, 2023 at 2:00 PM , Buyer must complete the following and provide verification to Auctioneer: (a) wire transfer, at Buyer’s sole cost for the earnest money deposit (“Earnest Money Deposit”) (see details below), as provided by the Sale Contract and pursuant to the directions in Auctioneer’s notification email; Buyer will execute the Sale Contract and no addition, deletion, or revision of any kind will be permitted. No obligation to sell the Property shall be binding on the Seller unless and until the Sale Contract and its entirety have been signed and delivered by Seller back to Buyer and the Earnest Money Deposit has been received by Buyer as required. After the Sale Contract and all accompanying documents have been fully executed, the documents shall then govern the relationship between the declared Buyer and Seller.

Buyer is required to contact the Escrow Agent to schedule a definite Closing date and time. At Closing, Buyer will be responsible for paying Closing costs and all other amounts provided in the Sale Contract for Buyer to pay. The sale must close within Thirty (30) days immediately following the Auction, without any contingency, exception, or delay whatsoever.

Buyer will execute the Sale Contract and no addition, deletion, or revision will be permitted. The Sale Contract will exclusively govern the Parties’ rights, responsibilities, and remedies with respect to any sale of the Property and all related matters.

DEPOSIT: Live Auction Buyer Deposit: All Live Auction Buyers will immediately pay to the escrow/closing agent, in U. S. Dollars, an earnest money deposit of no less than ten percent (10.00%) of the Total Contract Price of the Property (“Earnest Money Deposit”) in the form of a personal or company check.

Online Auction Buyer Deposit: No Later than Monday, July 17, 2023 at 2:00 PM Buyer will pay to the Escrow/Closing Agent, in U. S. Dollars, an Earnest Money Deposit of no less than ten percent (10%) of the Total Contract Price of the Property, Buyer must provide verification to Auctioneer: of the wire transfer, at Buyer’s sole cost for the earnest money deposit (“Earnest Money Deposit”) as provided by the Sale Contract.

Buyer’s failure, for any reason, to fully and timely perform both of these requirements and then timely proceed to Closing will cause Buyer to be in default, and Seller will thereafter have sole discretion to do any one or more of the following, without the requirement of giving any prior notice to Buyer: (a) declare Buyer to be in default which will immediately result in Buyer forfeiting any Earnest Money Deposit paid, as agreed-upon and reasonable liquidated damages and not as a penalty (and Buyer specifically releases and waives any right whatsoever to sue or otherwise claim against Seller or Auctioneer that their retention of the Earnest Money Deposit is either unreasonable in amount or is a penalty and not agreed-upon and reasonable liquidated damages); (b) pursue all legal and equitable remedies available against Buyer, and/or (c) declare Buyer’s bid to be immediately vacated, null, and void and reoffer and sell the Property to another buyer without Seller or Auctioneer having any liability or responsibility of any kind or amount whatsoever to Buyer, but with Buyer remaining fully responsible and liable to Seller and Auctioneer for all costs and damages that they incur.

             14.    RELEASE: Bidders, Buyers, and other persons present at the Auction (collectively “Attendees”) are advised that Auctioneer and its agents, contractors, employees, and/or representatives may record the Auction, related matters, and Attendees through audiotape, photography, motion pictures, and/or videotape for advertising, marketing, promotion, publicity, record, and/or trade purposes, and in consideration of being allowed to attend the Auction, Attendees unconditionally and irrevocably agree that their images and voices may be so recorded and used by Auctioneer in all types of media without territorial, time, or use limitation, and without compensation being owed or paid to Attendees by Auctioneer or Seller.

             15.    ARBITRATION: Any action, claim, controversy, counterclaim, dispute, or proceeding arising out of the Property Issues and involving Seller, Bidder, Buyer, or Auctioneer, in any combination, whether controlled by federal or state law, and whether an issue of law or equity, including the determination of the scope and applicability of this agreement to arbitrate, will be determined and resolved exclusively by final and binding arbitration, with no appeal permitted, except as provided by applicable law for the judicial review or enforcement of arbitration decisions. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc., or its successor and decided by a panel of three (3) independent arbitrators, except that a Party may elect to reduce the number of arbitrators from three (3) to one (1), unless that election is opposed by another Party in a written objection timely filed with JAMS. Judgment on the arbitration award may be entered in any court having jurisdiction. The Parties waive the right to any legal action and trial by jury. The costs of arbitration, including the fees and expenses of the arbitrators, but not including the Parties’ attorneys’ fees, will initially be paid equally by them. The prevailing Party will be entitled to collect from the other its full costs associated with the arbitration, including reasonable attorneys’ fees. All aspects of any arbitration will be permanently kept confidential and not disclosed in any form or manner to any entity, media, or person, and the Parties will jointly move the court entering judgment on the arbitration award to so order. Any arbitration must be commenced within two (2) years from the date when the cause of arbitration accrues, or it will be forever barred. The right of arbitration will accrue, and the two (2) year limitation period will begin to run, on the date the breach, damage, or injury is sustained and not when the resulting damage or harm is discovered. To the fullest extent allowed by law, neither Seller nor Auctioneer will be liable for any consequential, exemplary, incidental, indirect, punitive, or special loss or damage (including, but not limited to, damage to property or loss of use, time, income, or profits) that might arise out of the Auction, offering or sale of the Property, or any related matter.

          16.    CHOICE OF LAW, JURISDICTION, AND VENUE: Any Auction matter will be exclusively construed and governed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any controversy or claim between the Parties will be the County of Perry in the State of Tennessee.

 17.    MISCELLANEOUS: The Terms of Auction will bind Bidders and their agents, assigns, attorneys, beneficiaries, brokers, directors, distributees, employees, executors, heirs, legatees, officers, representatives, shareholders, and successors in interest. No deletion, modification, supplement, or waiver of any provision of the Terms of Auction will be made, except by Auctioneer’s written revision or announcement at the Auction.

          18.    LIMITATION ON OFFERING AND AUCTION. The offering of the Property is not extended to, and the Auction is not open to, any person in a state or other jurisdiction where such an offering is prohibited by law. The information included in any advertising, mailing, marketing, or other publication done by Seller or Auctioneer, as well as on the Auction Website, does not constitute an offer to sell or the solicitation of an offer to buy the Property. No sale of the Property will knowingly be made to any person in a state or other jurisdiction in which an offer, solicitation, or sale of the Property would be prohibited by law.