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Associated Auctioneers Inc by jennyyingdi


									                            Associated Auctioneers Inc.

                           AUCTION AGREEMENT OF SALE

THIS AGREEMENT OF SALE BY AUCTION (the Agreement), made this__________ day of
__________________, 2009 by and between LA MAR-GATE, INC., a New Jersey Corporation (hereinafter



           (hereinafter Buyer).


Seller hereby agrees to sell and convey to Buyer who knowingly agrees to purchase, AT THE
TIME OF AUCTION all that certain lot, piece or parcel of ground (the land) together with the
improvements thereon and all furniture, equipment and fixtures listed on Exhibit B (hereinafter
collectively Equipment), situated in the City of Ventnor City, County of Atlantic, State of New
Jersey and known as 111 South Little Rock Avenue, (Block 10, Lot 01) Ventnor City, New Jersey

Said lot, piece or parcel being more particularly described on Exhibit A and attached hereto and
made a part hereof (the land, improvements, and the equipment are collectively referred to as the

   1. Purchase Price. The total consideration and purchase price (the “Purchase Price”), which
      Buyer agrees to pay Seller and which Seller agrees to accept for the property is
      _______________________________________________($_______________), payable as

       Cash, Certified or cashiers check at signing of      $ __________________________
       this agreement (the Deposit)

       Additional Deposit due within 72 hours of auction $___________________________
       (balance Ten Percent 10% of Purchase Price)

       Cash, Certified or cashier’s check to title co       $___________________________
       Or federally wired funds at settlement

                                  TOTAL                     $________________________

                     Buyers Premium                         $________________________

   In addition to the above agreed upon price the Buyer will pay a Ten Percent (10%) Buyers
   Premium to Associated Auctioneers, Inc., at the time of Settlement.

   All deposit funds shall be delivered to Associated Auctioneers, Inc., (hereinafter Agent)
   made payable to a reputable title insurance company of Buyer’s choice, which is licensed to
   conduct business in the State of New Jersey. Agent shall cause all deposit funds to be
   deposited in an interest bearing escrow account of said title insurance company until
   Settlement or upon Buyer’s default. Accrued interest shall be payable to Seller only and
   shall not be applied to the Purchase Price.

2. No Representation of Warranties by Seller. It is understood that the property is being
   purchased after an auction and the Buyer is the successful bidder. It is further understood that
   Buyer has agreed to purchase the property after a full investigation at auction by Buyer
   and/or Buyer’s agents and is being sold in its present condition and without any
   representations or warranties as to its condition or use. The property is being sold WITH
   ALL FAULTS, AS IS, WHERE IS; and has been inspected by Buyer and/or Buyer’s duly
   authorized agents; that the property is and has been purchased as a result of such inspection
   and not in reliance upon any representations, inducements, or promises, either oral or written,
   made by Seller, Seller’s attorneys, Agents or any selling agent or other agent of Seller except
   as expressly stated in this agreement; Buyer acknowledges and recognizes the existence of
   an underground fuel storage tank on the property; and, Seller shall not be responsible or
   liable for any agreement, condition or stipulation except as set forth herein relating to or
   affecting the property. Transfer of Title shall be by Bargain and Sale Deed. It is further
   understood that this Agreement is subject to no contingencies including but not limited to any
   financing and mortgage contingency which Buyer hereby expressly waives, and that this
   agreement obligates Buyer to purchase the property under the terms and conditions stated in
   this agreement.

3. Encumbrances The property is to be conveyed free and clear of all liens and encumbrances,
   except the following; existing restrictions, easements of any kind, including easements of
   record, recorded agreements and covenants, zoning ordinances and regulations, statutes
   and/or ordinances now passed or which may hereafter be passed relating to the opening,
   closing, widening, narrowing, paving or changing the grade or public line of streets or
   directing other municipal improvements or restricting the use of the Property in any way, and
   privileges, licenses or rights of public utility and public service companies. If required by
   law, Seller shall deliver to Buyer, on or before settlement, a certification from the appropriate
   municipal department or departments disclosing notice of any uncorrected violation of
   zoning, building, safety or fire ordinances.

4. Marketable Title. Title to the property, subject to the foregoing exceptions and limitations
   set forth in Paragraph 3 hereof, shall be good and marketable and such as will be insured at
   Buyer’s cost by a reputable Title Insurance Company licensed to do business in the State of
   New Jersey (the “Title Company”) at its usual and customary rates, otherwise, Buyer shall
   have the option of either (i) taking such title as Seller can give without abatement of the
   Purchase Price or (ii) of being repaid all moneys paid on account by Buyer to Seller and
   there shall be no further liability or obligation by either of the parties hereunder and this
   Agreement shall become null and void and of no force or effect, and all copies of this
   Agreement shall be returned to Seller for cancellation.

5. Settlement. Settlement shall take place on Wednesday October 07, 2009, at 11:00AM at the
   Atlantic County, New Jersey office of the Title Company of Buyer’s choice, namely
   ______________________________________, located at __________________________
   __________________________________ . The date and time of Settlement is hereby
   agreed to be of the essence of this Agreement. Should Buyer fail to make Settlement as
   provided herein, Seller may at its option retain all deposit funds as liquidated damages or
   seek any and all legal or equitable remedies available to Seller.

6. Prorations: In addition to any other provisions hereof with respect to the payment of costs
   and expenses, Seller and Buyer agree to the following prorations and allocations of costs
   regarding this Agreement.

   6.1 Title Insurance and Settlement Fee. Buyer will pay all costs of the Title Evidence (as
       hereinafter defined.), including any fees charged by Title Company for preparing the
       Title Commitment and for examining title in connection therewith, and Buyer also will
       pay the premium for the Title Policy.

   6.2 Transfer and Documentary Stamps and Taxes Buyer and Seller shall equally divide
       and pay any transfer taxes on or with respect to the Deed to be delivered by Seller under
       this Agreement.

   6.3 Real Estate Taxes and Special Assessments: Real Estate taxes payable
       in the current calendar year, and installments of Special Assessments payable
       therewith shall be prorated by Seller and Buyer as of Settlement.

   6.4 Recording Costs: Buyer shall pay the costs of recording all documents if
       any, necessary to place record title in Buyer.

   6.5 Operating Costs: All operating costs of the Property shall be allocated between Seller
       and Buyer as of Settlement, so that Seller pays that part of such operating costs payable
       before Settlement and Buyer pays that part of such operating costs payable from and after

   6.6 Attorney’s fees: Each of the parties shall pay its or their own attorney fees, except that a
       party defaulting under this Agreement will pay the reasonable attorney’s fees and court
       costs incurred by the non-defaulting party to enforce its or their rights regarding such

7. RISK OF LOSS. As of the date of this Agreement, and up to and including Settlement, if
   all or any part of the Property is damaged by fire, casualty, the elements or any other cause,
   BUYER HEREBY ASSUMES THE RISK OF LOSS. Seller shall promptly give notice to
   Buyer of such loss, this Agreement shall remain in effect, and the parties shall proceed to
   Settlement. Buyer, as its interests may appear, shall be entitled to recover from their own
   insurance policy for any loss they may sustain under this clause. Seller and Buyer agree to
   cooperate with each other in seeking recovery of said insurance proceeds.

8. Condemnation. If prior to Settlement, eminent domain proceedings are commenced against
   all or any substantial part (for purposes hereof, more than 10% of the land area) of the
   property, Seller shall immediately give notice to Buyer of such fact and at Buyer’s option (to
       be exercised within fifteen (15) days after Sellers notice), this Agreement shall terminate in
       which event neither party will have any further rights or obligations under this Agreement
       and the Deposit together with accrued interest if any shall be refunded to Buyer. If Buyer
       shall fail to give such notice, or if the eminent domain proceedings do not affect a substantial
       part of the Property, then there shall be no reduction in the Purchase Price, and Seller shall
       assign to Buyer at the Settlement all of Seller’s right, title and interest in and to any award
       made or to be made in the condemnation proceedings.

   9. Assignment: Buyer and Seller have agreed that Buyer may not assign this Agreement
      without the prior written approval of Seller.

   10. Remedies: If Buyer defaults under this Agreement, Seller shall have the right to terminate
       this Agreement by giving written notice to Buyer. If Buyer fails to cure such default within
       ten (10) days after date such notice is given, this Agreement will terminate, and upon such
       termination Seller shall have the right to retain the Deposit and Additional Deposit, including
       accrued interest in any interest bearing escrow account(s) as liquidated damages, time being
       of the essence of this Agreement. In the event, at the time of Settlement, the Seller fails or is
       unable to cure any defects in title to or interest in the property and Buyer is unwilling to
       accept Title as Seller can give, Buyer or Seller may elect to cancel and terminate this
       Agreement and Buyer’s sole remedy shall be to receive the return of its Deposit and
       Additional Deposit.

   11. Agreement Recording: This Agreement shall not be recorded in the Office for the
       Recording of Deeds or in any other office or place of public record.

   12. Agent’s Rights and Responsibilities: It is expressly understood, covenanted and agreed

       12.1 Auctioneer is acting as Seller’s Agent only, and will in no event whatsoever be held
           liable to either party for the performance of any term or covenant of this Agreement, or
           for damages for non-performance thereof, with the exception of Agents duties and
           responsibilities relating to the deposit funds delivered to Agent as stated in Paragraph 1

       12.2 The duties of Agent are only as herein specifically provided, and except for the
           provisions of Paragraph 12.7 hereof, are purely ministerial in nature, and Agent shall
           incur no liability whatever except for willful misconduct or gross negligence, as long as
           Agent has acted in good faith.

       12.3 In performance of its duties hereunder, Agent shall be entitled to rely upon any
           document, instrument or signatures believed by it to be genuine and signed by either of
           the other parties or their successors.

    Agent may assume that any person purporting to give any notice or instructions in accordance
with the provisions hereof has been duly authorized to do so.

     Any modification, cancellation or rescission of this Agreement shall not bind Agent unless in
writing and signed by Seller and Buyer.

    Seller and Buyer each acknowledge and agree with Agent that (1) Agent is not an expert in
construction, engineering or environmental matters; and (2) has not made, has not been asked to
make, and shall not make any representations or warranties with respect to, nor (unless otherwise
agreed to in writing) conducted investigations of, the condition or suitability of the Property or any
adjacent property, or the environmental condition or suitability of the Property or any adjacent

            The provisions of this paragraph 12 shall survive the termination of this Agreement.

   13. Associated Auctioneers Inc., Compensation (Buyer’s Premium): Seller and Buyer
       acknowledge that Associated Auctioneers, Inc., is the sole, moving efficient and procuring
       cause of this sale and in consideration of its services in making this sale, Buyer hereby agrees
       to pay Associated Auctioneers, Inc., a Ten Percent 10% Buyer’s Premium (Ten Percent 10%
       of the Purchase Price) to be paid to Associated Auctioneers, Inc., at Settlement in accordance
       with the Real Estate Auction Terms and Contract Agreement executed by and between the
       Buyer and Associated Auctioneers, Inc., at or before the auction.

   14. Notices: All notices to be given to Agent, Seller and/or to Buyer shall be mailed by certified
       mail, return receipt requested or an overnight service with receipt as follows:





               Agent: Associated Auctioneers, Inc.
                      2400 E. Tioga St.
                      Philadelphia, PA 19134

              With a copy to:

   15. Binding Effect: This Agreement shall extend to and be binding upon and inure to the Benefit
       of the heirs, executors, administrators and successors of the parties hereto.

   16. Controlling Law: This Agreement shall be construed and interpreted in accordance with the
       laws of the State of New Jersey.

   17. Agent Disclosure:, . Associated Auctioneers, Inc., (“Agent”) hereby makes the following
       disclosures to Buyer (i) Agent is the Agent of Seller, not Buyer; (ii) Based on information
       received from municipality, the present zoning classification of the Property is

   18. FIRTA Certificate: Under Section 1445 of the Internal Revenue Code of 1986, as amended,
       and the regulations issued there under, Buyer is required to withhold up to ten percent (10%)
       of the Purchase Price of the Property unless the Seller provided Buyer with a “non-foreign
       certificate” indicating that Seller is not a foreign person for purposes of the Internal Revenue
       Code. Agent may be subject to liability if Seller issues a false “non-foreign certificate.”
       Seller hereby agrees to indemnify and hold harmless Agent from liability for any tax, interest
       or other charge imposed upon Agent resulting from the actions of Seller.

   19. Attorney Review: Seller and Buyer willingly agree that this Agreement is not subject to
       attorney review as it is a Commercial transaction and the form of Agreement has been
       supplied more than one (1) week in advance to Buyer. Buyer warrants that it has had ample
       time for its lawyer and representatives to review the Agreement and further represents and
       warrants that it is signing this Agreement after such attorney review or waiver by Buyer of
       attorney review.

   20. Buyer’s Premium: The Buyer of the property will pay Ten Percent (10%) Buyers Premium
       to Associated Auctioneers, Inc., at Settlement, in accordance with paragraph 16. above.

   21. Entire Agreement Modification: This Agreement sets forth all the agreements, warranties,
       representations, understandings and promises between the parties hereto, and the parties are
       not bound by any agreements, undertaking or, conditions except as expressly set forth herein.
       All additions, variations or modifications to this Agreement shall be void and ineffective
       unless in writing and signed by the parties.

IN WITNESS WHEREOF, the individual parties have hereunder duly set their hands and seals and
the corporate parties hereto have caused these presents to be duly executed and their corporate seal
to be duly attached by their proper officers thereunto duly authorized the day and year first written

                                     SELLER:         _____________________________________


                                     BUYER:          _____________________________________


                                     AGENT:          ______________________________________

Weichert Realtors of Brigantine

Joseph Mirarchi, Esq.


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