ABSOLUTE AUCTION TERMS & CONDITIONS
DYERSBURG ELEVATOR COMPANY & 12.503 ACRES Online Auction

Marianna Williams, Judicial Receiver for Dyersburg Elevator Company

275 & 300 PRESSLER ROAD, DYERSBURG, TN 38024

ON-LINE ONLY AUCTION!

BIDDING ENDS THURSDAY – OCTOBER 28^TH, 2021 AT 1 P.M.

BIDDERS MUST REGISTER WITH ALEXANDER AUCTIONS & REAL ESTATE SALES
AT WEBSITE (www.alexanderauctions.com)

BIDDERS SHOULD REVIEW ALL ONLINE TERMS PRIOR TO BIDDING

TRACT 1: GRAIN FACILITY & 10.083 ACRES LOCATED AT 300 PRESSLER ROAD, DYERSBURG, TN

Tax Map 100, Parcel 032.00 in the Dyer County Tax Assessor’s Office.

Deed Book 886, Page 892 in the Dyer County Register of Deeds

TRACT 2: OFFICE BUILDING, WAREHOUSE, SCALES, BINS & 2.42 ACRES AT 275 PRESSLER RD. DYERSBURG

Tax Map 100, Parcel 031.03 in the Dyer County Tax Assessor’s Office.

Deed Book 772, Page 102 in the Dyer County Register of Deeds

2021 TAXES TO BE PRORATED ON DATE OF CLOSING CALCULATED ON THE 2021 TAX AMOUNT.

300 PRESSLER RD. – MAP 100, PARCEL 032.00

Tax Map 100, Parcel 032.00 in City of Dyer Tax Office: $19,369.00

Tax Map 100, Parcel 032.00 in Dyer County Tax Office: $18,969.00

275 PRESSLER RD. – MAP 100, PARCEL 031.03

Tax Map 100, Parcel 031.03 in City of Dyer Tax Office: $ 1,566.00

Tax Map 100, Parcel 031.03 in Dyer County Tax Office: $ 1,534.00

BUYER’S PREMIUM: A 10% buyer's premium will be added to the final bid on the real estate to reach the total sales price and total contract price.

CONDITIONS OF SALE: Property is being offered in an Online Auction.

Bidders and Buyers must review and agree to these Auction Terms & Conditions and Exhibits included with the Terms Online before bidding.

BIDDING INCREMENTS: Alexander Auctions may have different bidding increments. The bidding software will calculate the next bid amount before you submit the bid. Alexander Auctions retains the right to change bidding increments at any time.

PURCHASE AGREEMENT: After the close of the Auction, the successful bidder will be emailed a Sales and Purchase Agreement/Contract to be signed and returned to Alexander Auctions & Real Estate Sales within 24 hours of completion of the Auction, along with the required earnest money deposit.

Bidder should review the Sales & Purchase Agreement (Contract) and Other Exhibits included Online.

EARNEST MONEY: The successful bidder is required to make an earnest money deposit of 15% of the purchase price and contract price within 24 hours after the Auction closes, when the Purchase Agreement is signed. Earnest money is non-refundable.

Earnest money payable by cash, wire transfer, cashier’s check or personal check with current Bank Letter of Guarantee made to Alexander Auctions. See sample copy of guaranty at website online. No credit card payments and no Letters of Intent accepted.

Buyer(s) must be prepared to make a cash offer. There are no contingencies to this sale (i.e., financing, appraisal, repairs, or inspections). Therefore, you should be pre-qualified by a lender prior to bidding if you require financing. This property is being sold for cash “as-is, where-is” with a closing deadline.

Commission: Purchase agrees to pay a 10% premium of the bid price upon closing, which is equal to the agreed upon commission between Seller, Agent and Purchaser. Purchaser recognizes and agrees that the 10% premium paid as commission is this transaction does not constitute purchaser representation.

CLOSING DATE: Balance of the Purchase Price shall be due on or before 45 days.

POSSESSION: Possession of building and real estate given with deed.

Property and improvements sell “As Is” in their current condition.

Prospective purchaser(s) should inspect and review the property to become familiar with the property boundary lines and the physical condition of the improvements and complete their own due diligence research.

TIME EXTENSION: Alexander Online Auctions have an auto-extend bidding feature.

TIME INCREASE OR DECREASE: Alexander Auctions may increase or decrease the extended bidding time amount at any time during the auction until the close of bidding.

EXTEND ALL FEATURE: Alexander’s auctions are timed events and all bidding will close at a specific time. Alexander Auctions also have an auto-extend feature. When any bid is placed in the final five minutes of an auction, the auction ending will be automatically extended five (5) minutes from the closing time. Example: If an auction scheduled to close at 12:00 noon receives a bid at 11:56 the close time will automatically extend to 12:05. The auto-extend feature remains active until no further bids are received within a five (5) minute time frame on the real estate.

This Auction has an extend-all feature bidding. Any time Tract 1 or Tract 2 is bid on within the last 5 minutes, both tracts extend 5 minutes more. Both tracts will close simultaneously at the same time, when no bids are placed within the last five minutes.

Tract 1 and Tract 2 will close at the same time. The two tracts will not be combined.

REFRESH BIDDING: Refresh your screen constantly during the closing minutes of the bidding or enable the “auto-refresh” feature.

Personal property selling with the real estate includes the following:
1. Grain equipment in the office is included with the real estate.
2. Office furniture in two offices and the board room table is included with the real estate.
3. Concrete grain bunker is included with the real estate.
4. Un-installed bin sheets in front of the bin southeast of the Brock bin are included with the real estate.

COMPLIANCE WITH THE TERMS OF SALE: Successful Bidder and or Buyer not executing and returning the contract with earnest money deposit within 24 hours of the conclusion of the auction will be considered in default. In the event a winning Bidder and or Buyer fails to submit the signed Purchase Agreement (Contract) for Sale of Real Estate and earnest money deposit, the winning bidder and or buyer shall pay to Alexander Auctions any damages, an amount equal to the Buyer’s premium or commission percentage as set forth in said Contract, and any and all expenses incurred by the said Alexander Auctions for said auction. Should buyer’s earnest money check be returned for any reason whatsoever, this shall constitute an item of default, and in addition to the remedies previously stated hereinabove, Buyer shall also pay an additional penalty of five percent (5%) of the earnest money check to Alexander Auctions. Buyer shall also pay a reasonable attorney’s fee and costs incurred in the collection of these monies owed by Buyer as a result of Buyer’s default. Buyer shall also pay the Seller any damages caused by said breach of contract, including attorney’s fees and costs. This shall not preclude the Seller from suing for specific performance of the Contract of Sale, in addition to said damages. It is specifically understood and agreed by and between the Seller and Alexander Auctions that in the event the Buyer should default in the terms of this Contract in any manner whatsoever, that the earnest money, or sufficient sums therefore, shall be paid first to the agent for the Buyer’s premium or commission percentage, and the balance, if any, to the Seller. Any disputes will be tried in a court of jurisdiction in Weakley County, Tennessee. Alexander Auctions reserves the right to sell to the next highest qualified Bidder or another Bidder or Buyer in the event the successful high Bidder and or Buyer does not comply with the terms of the sale. By bidding on the property, buyer agrees to all terms and conditions set forth. The contract is required to be fully and correctly completed, without any modifications and properly signed. A contract that is incomplete, incorrect, or modified in any respect, is considered to be in default.

Failure to pay the balance due at closing will require Buyer to forfeit the earnest money and is subject to the all the Terms stated in these Terms & Conditions and the Purchase Agreement.

If your closing is delayed for any reason, by you, as purchaser, or other parties working on your behalf, including any lender you involve, you may be declared in breach of this contract, forfeit all deposits made and could additionally be liable for any and all cost incurred, in a subsequent resale of the property, by Seller and Alexander Auctions. If such action occurs, Alexander Auctions hereby has the right to disperse the deposit as stated in the Listing Agreement and the buyer has no claims to such money or property being sold. Liquidated damages are to cover the auctioneer’s commission, cost of Auction, cost incurred by Seller, labor cost and additional cost of Auction as not defined in this agreement. These liquidated damages do not restrict the Seller from suing the buyer for performance damages and/or any additional damages the Seller suffers by the default of the buyer.

TITLE: Deed transfer will be by a Special Warranty Deed signed by Receiver and Authorized Representative of DEC.

Property will be sold according to the legal descriptions in the owner’s deed.

Sellers have not requested nor had any environmental assessments run on this property.

Auctioneer and Broker and Sellers are not expert in determining environmental hazards and hazardous material. Buyers accept this building and land in its present condition. Buyer agrees to hold harmless Alexander Auctions & Real Estate Sales, the broker, auctioneer and the sellers from any environmental hazards and from any claims in connection with environmental hazards.

Purchaser and purchaser’s representatives have had the opportunity to inspect this property and agree all bids are made subject to their inspections and due diligence results and purchase said property as a result of their inspection.
Alexander Auctions and Seller has not made, does not make, and expressly disclaims, any warranties, representations, covenants or guarantees, expressed or implied or arising out by operation of law, as to the merchantability, habitability, quantity, quality or environmental condition of the property or its suitability or fitness for any particular purpose or particular use.

Property and improvements are being sold in their present condition “as is”. No improvements will be made. There are no warranties or guarantees expressed or implied as to condition or fitness for use. The warranties of habitability and fitness for a particular purpose and particular use are expressly excluded.

Alexander Auctions makes no warranty or guarantee as to the condition of any building components or equipment including but not limited to the building, improvements, structures, bins, concrete silos, grain moving equipment including but not limited to the legs, conveyors, electrical, plumbing, structural, heat and air conditioning. Travaglini drying and smoking systems and equipment, pumps, tanks, or any other system. All equipment sells “as is” with no warranty or guarantee expressed or implied for any particular purpose or particular use.

One grain bin has burned, some of the connecting and overhead equipment may have been damaged in the fire, and one concrete silo has a large hole in the side and has experienced fire. One bin has some sheets removed and has been damaged in places.

The concrete tunnels have water in them and have not been kept pumped out.

There is some deteriorated grain located in one area of the grain bunkers. The remainder of the grain will remain on the property.

AUCTIONEER’S DISCRETION: Alexander Auctions has full discretion to modify 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 Alexander Auctions reserves the right to modify, change or remove usernames at any time.

SERVER & SOFTWARE TECHNICAL ISSUES: In the event that there are technical difficulties related to the server, software or any other online Auction related technology, Alexander Auctions reserves the right to extend bidding, continue the bidding, close the bidding or increase or decrease the extended amount of time at the end of the auction. Neither the company providing the software nor Alexander Auctions will be held responsible for a missed bid or the failure of the software to function properly for any reason.

AGENCY: Alexander Auctions agents and representatives are agents for the Seller. Buyer and or Bidder agrees to hold harmless and indemnify Alexander Auctions and its representatives from any and all claims, damages or suits including but not limited to awards, judgments, costs, fees, etc.

BACK-UP BIDS: If you are not the successful bidder on the real estate and wish to make a back-up bid in case of default by the high bidder, please contact Alexander Auctions to receive a back-up bidder form. Email notification may be sent to registered bidders with updated information as deemed necessary by the Auction Company.

Bidders who bid off-site and do not make an inspection understand and acknowledge that they may not be able to inspect the property as well as if they examined it in person. It is the bidder’s responsibility to determine condition, age, genuineness, value or any other determinative factor.

Alexander Auctions reserves the right to remove or cancel the bids and or bidding rights and privileges of any party at any time deemed not to be in the best interest of the Seller. The identity of all bidders will be verified, bidding rights are provisional and if complete verification is not possible, Alexander Auctions will reject the registration, and bidding activity will be terminated.

AUCTION CANCELLATION – BID REJECTION: Alexander Auctions reserves the right to reject any and all bids for any reason. Alexander Auctions reserves the right to cancel this auction, or remove any item or lot from this auction prior to the close of bidding even if a bid has been placed, in the event of an internet failure or if the bidding platform fails or crashes.

ACCEPTANCE OF BID PRICES: The auctioneer shall make the sole and final decision as to the winning high bid amount. Acceptance by the online bidding platform does not necessarily constitute an accepted bid by the auctioneer. Successful Bidder and or Buyer(s) will be required to enter into a purchase agreement contract immediately following the close of the Auction. Alexander Auctions will email documents to be executed and fax or email back to Alexander Auctions within 24 hours of the end of the auction. Successful Bidder and or Buyer(s) not executing and returning contracts with earnest money deposit within 24 hours will be considered in default. Alexander Auctions reserves the right to sell to the next highest qualified Bidder or another Bidder and or Buyer if the winning Bidder and or Buyer is in default of these terms. Winning Bidder and or Buyer must execute the contract with no changes, modification, additions or deletion.

ALEXANDER AUCTIONS INVOLVEMENT IN THIS CONTRACT: Both the Seller and Buyer hereby agree that Alexander Auctions & Real Estate Sales is the procuring cause of the sale contract and shall receive compensation as stated in the agreement hereto or as stated in the listing agreement hereby made a part of.

Prerequisite to bidding is that the Real Estate is purchased absolutely “as is” with no warranty whatsoever as to the condition of the same.

BIDDING DISCLOSURE: Anyone can bid in this auction including the auctioneer and any auction company employees.

No one should make a bid that he/she does not want to honor or is not financially able to honor.

No purchase or bid is contingent on financing, appraisals, property or building inspections or any other contingencies.

Purchasers should contact their attorney or title company to complete their Title Opinion immediately. Contract does not provide for an extension due to an attorney or title company failing to complete Title Work or your loan closing not being set up in time to meet the sixty (60) days closing period.

ZONING: M2 – Medium Industrial (Information provided by City of Dyersburg)

Purchaser required to verify that current zoning will allow for their intended use.

RESTRICTIONS: Real estate sells subject to any and all existing matter of records, easements, city, county and state, building, use or zoning laws and restrictions.

RISK OF LOSS: Any risk of loss to the property shall be borne by Seller until title has been conveyed to the Purchaser.

TERMINOLOGY: As the context may require in these terms (1) the singular shall mean the plural and vice versa; (2) all pronouns shall mean and include the person, entity, firm or corporation to which they relate.

ADDITIONAL AUCTION INFORMATION: All information published, announced or contained herein was derived from sources believed to be correct; however, it is not guaranteed by the Seller or the Auctioneer. Personal on-site inspection of all property is recommended. The failure of any bidder to inspect, or to be fully informed as to the condition of the property, will not constitute grounds for any claim or demand for adjustment or withdrawal of bid, offer or deposit money after its opening tender. This includes but is not limited to public information such as easements, restrictions, zoning, rights-of-way, or any other information that can be obtained as public record in the appropriate County Courthouse concerning subject properties.

Internet Bidders who desire to make certain their bid is acknowledged should leave their maximum bid 24 hours before the Auction ends. Email notifications may be sent to registered bidders with updated information as deemed necessary by Alexander Auctions.

If you have any problems with the website, call Marknet Customer Service at 1-888-307-6545 and/or Alexander Auctions at (731) 587-4244.

I understand the risk associated with being outside of my home and the proximity of others during the COVID-19 virus pandemic. I understand the COVID-19 Virus is highly infectious and contagious. I acknowledge the activities to which this release applies can be dangerous, I am accepting those risks for myself and for any participants who may be in my care. I acknowledge receipt of the COVID-19 Safe Practices Sheet detailed at Alexander Auctions & Real Estate Sales website. I further acknowledge that I am familiar with local, state and federal guidelines and executive orders related to the COVID-19 virus and social distancing. I am participating at the Auction of my own free will.

Liability Waiver and Release: By agreeing to these terms and bidding on this auction, you voluntarily release, indemnify, defend and hold Alexander Auctions & Real Estate Sales and Seller, and their respective agents and employees (each a “Released Party”) from any and all liabilities, claims, losses, causes of action or expense of any kind, including reasonable attorneys’ fees, resulting from a Released Party’s negligent act or omission, arising out of my participation in and presence whether related to bodily injury, infection due to COVID-19 virus, property damage, or any other form of injury or loss in regard to INSPECTION DAYS AND PAYMENT AND REMOVAL DAYS of my physical items purchased at the Dyersburg Elevator Company Auction.

Property is being sold subject to these terms and conditions and Exhibits and Attachments which will be attached to the Purchase and Sale Agreement (Contract) for future reference.

All bidders agree and accept these terms and conditions and agree to bid according to these terms when they register for a bid number.

Additional Terms for Clarification

Amended Terms to the Dyersburg Elevator Company Auction Terms and Conditions

These additions are added for clarification and to provide information about the Railroad load-out improvements and location.

(1) B. Storage Bins/Tanks 3 & 10 have experienced a fire that did cause considerable damage to Bins/tanks and associated infrastructure. Bidders are encouraged to inspect the damage and take the tank’s condition into account before bidding. Storage Tank 7 has been removed and a concrete pad remains. The Property, including the damaged tanks are being sold “AS IS, WHERE IS”.

(2) C. All grain accounts have been paid to producers and cleared by USDA, any grain that may be on premise will be transferred to the new owner including any grain remaining in the storage tanks and on the property.

(3) D. As set forth above, the sale of the Property is “as-is”, “where-is” and Bidders are responsible for understanding all easements, rights of way, encroachments and other impairments to the Property. Without limiting the forgoing, the Property and certain structures thereon are subject to:

(1) The rights of the railroad company servicing the railroad siding located adjacent to the Property, in and to the ties, rails and other properties constituting said railroad siding or in and to the use thereof;

(2) The encroachment of three (3) receiving sheds, conveyor supports and anchors onto the north line of the TennKen railroad right-of-way property, as per survey conducted by McClure & Associates dated September 3, 1996 and

(3) The encroachment of a metal building, metal dock, tower support and beams onto the TennKen railroad property on the south boundary line, as per survey conducted by Hart Freeland Roberts, Inc., dated January 7, 1999.

(4) E. Buyer will need to apply with the proper governmental agencies for all necessary permits including any air quality permit to operate the Rail Load-Out Systems.

F. The Ferrell-Ross Clipper Seed Cleaner K2248DDW and the A.T. Ferrell & Co. DSC-3187 Super 29D Seed Cleaner-Good Wood and Ferrell-Ross Clipper Seed Cleaner K-2248BDW S/N DDL82 and Cleaning System currently attached to Tract 2’s infrastructure and building was sold separate from the Property through Alexander Auctions on September 21st, 2020. This equipment was never picked up, and remains in the building on Tract 2 and will not be removed.

WE APPRECIATE YOU ATTENDING THIS AUCTION AND WE WILL BE GLAD TO ANSWER ANY QUESTIONS YOU MAY HAVE.

ALEXANDER

Auctions & Real Estate Sales

MARVIN E. ALEXANDER, CAI, Auctioneer – TL9

239 University St., Martin, TN 38237

Office: (731) 587-4244 * Cell: (731) 225-7368

Email: alexanderauctions@frontiernet.net

\\STORAGE\public\AUCTION\Terms\Dyersburg Grain Elevator Online Auction 10-28-21.docx

DYERSBURG GRAIN ELEVATOR ONLINE ONLY AUCTION