AUCTION TERMS & CONDITIONS

Broker:
Triangle Realty, LLC, (Texas Broker License 602172)
Managing Broker John Thacker “JT” Haynes; Email: ps@trianglerealtyllc.com;
Phone: 806-367-8334; Address: 7669 Canyon Drive, Amarillo, TX 79110

Seller:
Scivally Ranch, LLC

SALE LOCATION AND TIME
The property will be sold in an online only auction. The auction will be held from 8 a.m. to 4 p.m. Central Time, soft close, on Thursday, January 23, 2025.

DISCLAIMERS AND INDEMNITY
EACH BUYER ACKNOWLEDGES AND UNDERSTANDS THAT NEITHER TRIANGLE REALTY, LLC, NOR ITS AGENTS, MAKE ANY ASSERTIONS OR GUARANTEES AS TO THE CONDITION OF THE PROPERTY HEREIN. EACH BUYER AGREES TO ACCEPT THE PROPERTY THE BUYER PURCHASES “AS IS, WHERE IS”. THE SALE OF ALL PROPERTY OFFERED THROUGH THIS AUCTION IS MADE ON AN “AS IS, WHERE IS AND WITH ALL FAULTS” BASIS. EACH BIDDER (WHETHER SUCH BIDDER BECOMES A BUYER OR NOT) EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENT OF SELLER TO PROCEED WITH THE AUCTION PROCESS, SELLER MAKES NO WARRANTY OR REPRESENTATION (OTHER THAN AS EXPRESSLY PROVIDED IN THE CONTRACT AND IN THE DOCUMENTS TO BE EXECUTED AT CLOSING), EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, TITLE, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY OR ANY PORTION THEREOF. BY PLACING A BID ON ANY OF THE PROPERTY MADE THE SUBJECT OF THIS AUCTION, EACH BIDDER EXPRESSLY REPRESENTS AND WARRANTS TO SELLER AND TRIANGLE REALTY, LLC THAT PRIOR TO TENDERING ANY BID ON ANY OF THE PROPERTY MADE THE SUBJECT OF THIS AUCTION, THE BIDDER HAS HAD THE OPPORTUNITY TO AND HAS CONDUCTED ANY AND ALL INSPECTIONS, TESTS AND EXAMINATIONS OF THE PROPERTY THAT ARE MATERIAL TO THE BIDDER’S DECISION TO SEEK TO PURCHASE THE PROPERTY AND HAS FURTHER HAD THE OPPORTUNITY TO, AND HAS CONSULTED WITH ANY ATTORNEYS THAT BIDDER CHOOSES, PRIOR TO TENDERING SUCH BID. BIDDER ACKNOWLEDGES THAT SELLER AND TRIANGLE REALTY, LLC WOULD NOT BE WILLING TO SELL THE PROPERTY TO BIDDER UNLESS THIS DISCLAIMER IS INCLUDED IN AND MADE AN EXPRESS TERM OF ALL AGREEMENTS RELATING TO THE SALE OF ANY PROPERTY MADE THE SUBJECT OF THIS AUCTION TO BIDDER.

AFTER CLOSING, AS BETWEEN ANY BUYER AND SELLER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS OCCURRING BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF EACH BUYER, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, EACH BUYER, WITH RESPECT TO THE PROPERTY ACQUIRED, INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM LIABILITY FOR ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING LIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (“CERCLA”) AND THE RESOURCE CONSERVATION AND RECOVERY ACT (“RCRA”). BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY ARISING AS THE RESULT OF 1) SELLER’S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER’S REPRESENTATIVES; 2) THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY; OR 3) UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLERS IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY.

PROCEDURE
This ±921 acres located in Armstrong County, Texas will be offered in 6 individual tracts. There will be open bidding on tracts until the close of the auction. The property will be sold in the manner resulting in the highest total price. Online bidding or phone bidding will be accepted. Seller and Broker reserve the right to refuse admittance to or to expel anyone from the auction for any reason, including, but not limited to, interference with auction activities, creating a nuisance, canvassing, or soliciting. An approval letter or proof of funds from Buyer’s lender may be required, at Broker’s discretion.

SOFT CLOSE
If a bid is received within the last 4 minutes of the auction, the auction close time will automatically extend 4 minutes to allow other bidders an opportunity to competitively bid prior to the auction closing. This feature eliminates "snipers" and encourages fair and impartial bidding from all participants.

ACCEPTANCE OF BID PRICE
This is an auction with a reserve, by which the seller may accept or reject any bid price. Buyers shall be notified within 1 hour of the conclusion of the auction if they are a successful bidder. All successful bidders will sign a Purchase Agreement within 24 hours of the close of the auction, either digitally or at the offices of Triangle Realty listed above. Any successful bidder for the purchase of all or any portion of the property is identified herein as a “Buyer”. Buyer’s obligations to purchase the Property is unconditional and is not contingent upon Buyer obtaining financing. All financial arrangements are to have been made prior to bidding at the auction. By the mere act of bidding, the bidder makes a representation and warrants that the bidder has the present ability to pay the bid price and fulfill the Purchase Agreement. EACH BUYER ASSUMES ALL RESPONSIBILITY FOR OBTAINING ANY NECESSARY FINANCING FOR THE PURCHASE OF THE PROPERTY AND NEITHER SELLER NOT TRIANGLE REALTY, LLC, ASSUMES ANY RESPONSIBILITY FOR THE BUYER’S INABILITY TO OBTAIN FINANCING.

BUYER’S PREMIUM
A five percent (5%) buyer’s premium is in effect for all purchases. The Buyer’s Premium will be added to the “Auction Price” to determine “Sales Price” or “Contract Price.”

Ex. High Bid/Auction Price of $100,000 + $5,000 Buyer’s Premium = Contract/Sales Price of $105,000.

SALES CONTRACT/PURCHASE AGREEMENT
This transaction will be utilizing a standard sales contract promulgated by the Texas Real Estate Commission. The Sales Contract is available upon request at 806-367-8334, and was provided by the Seller.

DOWN PAYMENT
A non-refundable ten percent (10%) of the Contract Price must be paid as a down payment on the day of the auction, upon signing the Sales Contract immediately following the close of bidding. The down payment may be made in the form of cash, personal check, money wire, or cashier’s check and will be made payable to the closing agent. The closing agent is American Land Title, 620 S. Taylor St. Suite 104 Amarillo, TX 79101, Telephone 806.553.1348. Closing shall take place on or before February 25, 2025 or as soon as applicable closing documents, abstracts, or surveys (if needed) are completed. The remainder of the purchase price plus all expenses of closing is payable in cash at closing. YOUR BIDDING IS NOT CONDITIONAL UPON FINANCING, so be sure you have arranged financing, if needed, and are capable of paying cash at closing.

INSPECTION
On January 16, 2025 from 1pm – 3pm, the property will be open to the public for viewing and inspection. For a private showing contact Triangle Realty, LLC at Phone: 806.367.8334; Email: ps@trianglerealtyllc.com; Address: 7669 Canyon Drive, Amarillo, TX 79110.

MINERALS
Seller is reserving 50% of all owned oil, gas and other mineral rights. Seller is conveying 100% of all owned wind, solar, and water rights.

IRS 1031 TAX-DEFERRED EXCHANGE
Seller intends to use this Property to accomplish a 1031 Tax-Deferred Exchange. The parties shall cooperate with one another in signing and completing any documents required. The non-exchanging party shall bear no additional expense.

ADDITIONAL PROVISIONS
The risk of liability or expense for environmental problems will be the sole responsibility of each Buyer, regardless of whether the environmental problems were known or unknown at closing.

Each Buyer indemnifies and holds harmless Seller and Triangle Realty, LLC from liability for any latent defects and from any liability for environmental problems affecting the property, including liability under:

            i.          The Comprehensive Environmental Response, Compensation, and Liability Act; and
            ii.          The Resource Conservation and Recovery Act;

Each Buyer releases Seller and Triangle Realty, LLC from liability for any latent defects and from any liability for environmental problems affecting the property, including liability under:

i.          The Comprehensive Environmental Response, Compensation, and Liability Act; and
            ii.          The Resource Conservation and Recovery Act;

Each Buyer indemnifies and holds harmless Seller and Triangle Realty, LLC from any liability for environmental problems affecting the property arising as the result of:

i. Seller’s own negligence or the negligence of Seller’s representatives;

ii. Theories of products liability and strict liability; and/or

Iii. New laws or changes to existing laws that would otherwise impose on a Seller in this type
of transaction.

All tracts are offered subject to easements, restrictions, reservations, covenants, conditions, oil and gas leases, and zoning of record that would be revealed by a current survey and inspection of the property and of public records. Any allocation or payment under such governmental programs shall be prorated as of the date of closing. Any Buyer agrees to assume and fully perform or to indemnify Seller from all obligations of Seller under any governmental programs from the date of closing forward. Furthermore, each Buyer will indemnify, defend, and hold harmless Seller from and against any and all claims, suits, losses, judgments, damages, and liabilities including any investigation, legal, and other expenses incurred in connection with and any amount paid in settlement of any claim, action, suit, or proceeding (collectively called “Losses”), to which Seller may become subject, if such Losses arise out of or are based upon action taken by such Buyer or that should have been taken by the Buyer with relation to the government programs.

CLOSING AND TITLE INSURANCE
The closing agent is American Land Title, 620 S. Taylor St. Suite 104 Amarillo, TX 79101, Telephone 806.553.1348. Closing shall take place on or before February 25, 2025 or as soon as applicable closing documents, title work, or surveys (if needed) are completed.

Owner’s title insurance will be furnished to Buyer at Buyer’s expense. 2025 real estate taxes will be prorated through the date of closing. All surveys, title work, or required appraisals shall be at Buyer’s expense.

Property shall be conveyed by a Special Warranty Deed from Seller.

If the Buyer is required or chooses to have a new survey completed, the sales price will be adjusted based on the new survey acres. The difference in acreage (either increased or decreased) shall be multiplied by the sum of the Contract Price Per Acre. The Sales Price or Contract Price will be determined by the sum of the Auction Price plus the Buyer’s Premium. For the adjustment calculation, the Sales/Contract Price will be divided by the acreage amount of record with Armstrong County Appraisal District to determine the Price Per Acre.
Buyer acknowledges, warrants, represents, and agrees that Seller has made the title evidence set forth below available to Buyer PRIOR TO Buyer’s execution of a Sales Contract and PRIOR TO Buyer engaging in, participating in, or entering a bid in the auction pursuant to which the Property was sold to Buyer. Accordingly, Buyer waives title objections.

TITLE EXCEPTIONS
By bidding at the auction, each bidder acknowledges receipt of the Title Commitments prior to the auction. All exceptions to title are set forth in the Title Commitment.

BROKER PARTICIPATION
Triangle Realty, LLC agrees to pay any properly licensed Real Estate Broker who registers a successful Buyer according to the separate Broker Participation Agreement. The Broker Participation Agreement must be completed and received by Triangle Realty, LLC before 5 PM on the day prior to the auction. Contact Triangle Realty, LLC at Phone: 806.367-8334; Email: secretary@trianglerealtyllc.com; Address: 7669 Canyon Drive, Amarillo, TX 79110 to obtain the Broker Participation Agreement.

MULTIPLE TRACTS OR PARCELS
Any Buyer who submits a bid during the auction process must be aware that, if they have ever been the high bidder on a parcel or a combination of parcels at any time during the auction, even if they are outbid later, they can still come back into play at a later time during the auction, and therefore the bidder is obligated to purchase the tract(s) or parcel(s) for the bid price. Various occurrences may cause any given bid to become the high bid on the tract(s) or parcel(s) made the subject of that bid, including, without limitation, the package bidding process of combining some or all of the tract(s) or parcel(s) into a package for bidding. It is crucial that all bidders be available by phone the day of the auction until the conclusion of the auction.

AGENCY DISCLOSURE
Triangle Realty, LLC, with John Thacker “JT” Haynes, as principal broker, are hereby giving notice that they are agents and representatives exclusively of the Seller of the property described in this property information package. Triangle Realty, LLC is not an agent for any bidder or buyer.

John Thacker Haynes has no other connection with Seller.

NOTICE
This Offering is subject to errors and omissions.

Information regarding land classifications, square footage of any buildings, acreages, prior production, carrying capacities, potential profits, etc., if any, are intended only as general guidelines and have been provided by sources deemed reliable, but whose accuracy we cannot guarantee. Prospective Buyers should verify all information to their satisfaction.

DISCLAIMER
For purposes of this auction, any Sales Contract and all closing documents that involves a statement relating to the Property, when reference is made to Seller's "knowledge" or "belief", such terms shall mean only the current actual knowledge of Seller and shall not be deemed to imply that Seller or Triangle Realty, LLC has conducted any inquiry or investigation with respect to the subject matter of any statement that is so qualified. Each Buyer agrees that neither Seller nor Triangle Realty, LLC has any duty of inquiry or investigation to make any such statement and Seller and Triangle Realty, LLC shall have no liability to any Buyer for failing to discover whether a condition as to which such a qualified statement is made is true or exists, regardless of the level of effort or expense required to make such an inquiry.

The information regarding the number of acres in each tract is an estimate and the actual acreage involved in each tract may vary from the estimate. Notwithstanding any estimates of acreage provided, neither Triangle Realty, LLC nor Seller make any representation or warranty that the acreage of any tract is of any particular quantity. All bidders are advised to make independent investigation of the actual acreage involved in any and all tracts prior to submitting a bid. The sales price of any Sales Contract resulting from the Auction will not be adjusted, based on any survey obtained.

The only representations and warranties made are those contained in the Sales Contract. Seller reserves the right to reject any bid and/or cancel the sale prior to executing a Sales Contract. Seller shall convey the property by Special Warranty Deed as set forth above.

Information contained herein, as well as in any other materials prepared and/or provided in connection with the auction, was obtained from sources deemed reliable. Although reasonable precautions have been taken to ensure accuracy, neither the Seller nor Triangle Realty, LLC nor any of their respective representatives, agents, or employees will be responsible for any errors or omissions herein. Seller and Triangle Realty, LLC expressly disclaim any warranty or representation regarding the property or the Leases to any bidder. Bidders should carefully verify all information and make their own decisions as to the accuracy thereof before submitting their bid. The Auction Terms & Conditions shall control if there are any perceived inconsistencies between it and the Sales Contract.

ONLINE AUCTION TECHNOLOGY (DISCLAIMER)
Under no circumstances shall a bidder have any kind of claim against Triangle Realty, LLC, Broker of record, or anyone else, if the Internet service fails to work correctly before or during the auction. Online bidding is subject to technology faults and issues which are outside the control of the auction company. Bidder(s) are encouraged to use the “Maximum Bid” feature on the bidding platform and lock in their maximum bid amount if they are concerned about technology failure during the auction. The Seller and/or Auction Company reserves the right to pause the online auction bidding in the event of any internal or external technology failure, to preserve the integrity of the auction event and maintain a fair and impartial bidding environment.

ATTORNEY REVIEW AND PROPERTY INSPECTION RECOMMENDED
It is recommended that all information included in this property information package and all other auction related material be carefully reviewed by your attorney. Additionally, all terms and procedures are subject to and may be superseded by changes distributed or announced to bidders prior to the auction. The property is being sold on an “as is, where is” basis with all faults, and neither the Seller, Triangle Realty, LLC nor any of their respective representatives, agents, or employees make any representations or warranties as to the condition of the property. Your complete inspection and the inspection of the property by your professionals prior to the auction are encouraged. Bidders along with their respective representatives, agents, or employees inspecting the property assume all risks associated with any inspection of the property and by entering upon the property confirm their agreement to fully and completely indemnify Seller and Triangle Realty, LLC together with the respective representatives, agents, and employees of each, from any and all claims, causes of action, injury or damages arising from such inspection.

NEW DATA, CORRECTIONS AND CHANGES
Please visit the auction website / auction portal prior to scheduled auction time to inspect any changes, corrections or additions to the property information.

AUCTION TERMS AND CONDITIONS SURVIVE CLOSING
All of the above provisions, including, without limitation all Buyer’s disclaimers, indemnifications and releases shall survive the closing and shall, at the election of Seller, be repeated in the deed and other instruments executed and delivered by Seller at closing.

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