Bidder Participation Terms
Bidder Participation Terms (“Terms”) apply to each auction performed by CREXi, CREXI.com on behalf of a seller (each, a “Seller”) of real property or secured note(s) (each, a “Property”, and collectively, the “Properties”). Each prospective buyer who participates in any auction is a “Bidder.” The terms “CREXi”, “Seller” and “Bidder” shall also refer to the respective principals, agents, and affiliates of each. The
“Winning Bidder” is the Bidder that (a) submits the highest net bid in an auction and the bid is accepted by the Seller; (b) deposits a non-refundable Earnest Money Deposit as outlined below; and (c) submits an executed Purchase and Sale Agreement (“Purchase Documents”) as outlined below. As used in these Terms, each bid submitted in any auction is a “Bid”.
CREXi performs auctions solely on behalf of Seller, and is not acting as an agent for any Bidder in any capacity. By registering for an auction or submitting a Bid at www.crexi.com (“Website”), Bidder acknowledges having read and accepted these Terms. By submitting a Bid on a Property, Bidder is deemed to have accepted any additional terms and conditions posted on the Property’s details page on the Website (“Property Page”) at the time the Bid was submitted.
- REGISTRATION PROCESS
Bidders must establish a CREXi account in order to Bid in any auction.
As part of the auction registration process, Bidders are required to place a Participation Deposit to secure compliance with these Terms (“Participation Deposit”). The amount of the Participation Deposit method will be shown during registration.
The Winning Bidder’s Participation Deposit submitted via wire transfer will be applied towards the required “Earnest Money Deposit” (defined below). All Participation Deposits from Bidders other than the Winning Bidder will be released after the auction.
2. DUE DILIGENCE
Purchase Documents. Prior to submitting a Bid, Bidders must review the Purchase and Sale Agreement, any applicable addenda, Seller’s disclosure documentation, and all other transaction documents (collectively, “Purchase Documents”), which can be accessed on the Property Page. All Bids must be based on the posted Purchase Documents. The Purchase Documents are non-negotiable.
Due Diligence. It is each Bidder’s responsibility to conduct its own due diligence and investigate all matters relating to each Property that Bidder is interested in purchasing, including, without limitation, legal matters, physical condition and attributes, environmental matters, economic matters, encumbrances, and all other aspects. Bidder must coordinate any such inspection with Seller, and assumes all risks associated with any such inspection. In some circumstances Seller may be unable to provide physical access for inspections, and Bidders must submit Bids accordingly at their own risk. All bids should be based solely on Bidder’s independent due diligence and any information contained in the Purchase Documents.
Property information has been gathered from a variety of sources and has not been independently verified by CREXi. Bidders are encouraged to consult with a licensed real estate broker, contractor, attorney, financial advisor, tax advisor, and/or other relevant professionals.
Bidder is responsible for all liability, damages and/or costs directly or indirectly arising from Bidder’s inspection, visit, or investigation of the Property. Bidder agrees to indemnify, defend and hold harmless Seller and CREXi from any such liability, damages and/or costs, and to maintain all applicable policies of insurance insuring over such liability, damages and/or costs.
Irrevocability of Bids. All Bids submitted during any auction are irrevocable, except where a Bid withdrawal option is expressly made available to Bidders through the Website.
Signing Purchase Documents. The final Purchase Documents will be emailed to Winning Bidder for electronic signature using the email address associated with Winning Bidder’s CREXi account. Winning Bidder must sign the Purchase Documents within two hours after they are sent to Winning Bidder
(unless a longer timeframe is specified in writing by CREXi), time being of the essence. If Winning Bidder fails to timely sign the Purchase Documents, Winning Bidder shall be deemed in default of these Terms and Seller may reject Winning Bidder’s Bid.
Payment of Earnest Money Deposit. The Purchase Documents for each Property require Winning Bidder to pay a deposit to the escrow/closing agent (“Earnest Money Deposit”). The amount of the Earnest Money Deposit is specified in the Purchase Documents or the Property Page for each Property. Unless otherwise specified in the Purchase Documents, the non-refundable Earnest Money Deposit must be received on the first business day following the close of the auction, time being of the essence. If the Earnest Money Deposit is not timely received, CREXi or Seller may declare Winning Bidder to be in default of these Terms and Seller may deem the Winning Bidder in Default.
Entity Buyers. Winning Bidders wanting to take title in the name of an entity (not as an individual) may be required to provide Seller and/or the escrow/closing agent additional documentation prior to closing.
Reserve Price. All Properties in auction have a minimum selling price established by Seller (“Reserve Price”). Seller may accept a bid that is below the Reserve Price in its sole and absolute discretion.
Auction Time Extension. CREXi may extend the time for bidding on any property in its sole discretion in order to allow for additional bids.
Subject to Confirmation. Seller may designate certain Bids as “subject to confirmation” in its sole and absolute discretion, in which case Winning Bidder’s purchase is subject to, and contingent upon, Seller approving the purchase in its sole and absolute discretion within the time period set forth in the Purchase Documents. Winning Bidder will receive a refund of monies deposited if Seller chooses not to approve the purchase.
5. BROKER/AGENT PARTICIPATION
Referral or a cooperating broker commission will be disclosed on the related property listing page if applicable.
For certain auctions, a registered broker/agent may submit Bids on behalf of a client identified to CREXi prior to Bid submission. By submitting a Bid on behalf of a client, the broker/agent (i) represents and warrants that the broker/agent has received all client authorizations and satisfied all legal requirements necessary to submit Bids on the client’s behalf, (ii) acknowledges that any Bid submitted will be binding upon the broker/agent and the client identified at registration to the same extent as if the client had submitted the Bid, and (iii) agrees to indemnify and hold harmless CREXi from any breach of these representations or warranties.
Please see the applicable Property Page for details regarding broker/agent participation and cooperating broker commissions, if applicable.
6. GENERAL INFORMATION
Seller and CREXi reserve the right to deny, limit, or impose conditions on submitting Bids and/or access to the Website or any auction at any time, for any reason (including, without limitation, Bidder’s solvency, credit history, transaction history, and Participation Deposit amounts).
CREXi, at the request of Seller, may postpone or cancel an auction, remove any Property from the auction, or reject any or all Bids. CREXi may rearrange the order or sequence of the Properties in the auction and modify these Terms by posting notice of modification on the Property Page.
CREXi, Sellers and/or their agents may issue press releases and other public communications regarding the auction and/or any Property offered or sold during at an auction.
With respect to auction involving real property, these Terms and the conduct of each auction shall be governed by the laws of the property state.
Any information on any website, in any brochure, e-mail or postcard and any and all information available regarding the Properties shall not constitute an offer to sell or a solicitation of any offer to buy any of the Properties. Bids submitted or solicitations made during any auction are void where prohibited by law. If any sale would require registration or qualification under applicable state securities laws, no such sale may be consummated until such applicable requirements have been met.
As between Seller and Bidder, no obligation to sell shall be binding on Seller unless and until the Purchase Documents have been signed and delivered by Seller and the Earnest Money Deposit has been received as required hereunder. After the Purchase Documents have been fully signed, the Purchase Documents shall govern the relationship between Winning Bidder and Seller.
7. DISCLAIMERS; BIDDER REPRESENTATIONS; CANCELLATION; LIQUIDATED DAMAGES
CREXi MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY, OR THE LEGAL SUFFICIENCY OR TAX CONSEQUENCES OF ANY DOCUMENT PROVIDED BY CREXi. EACH BIDDER HEREBY RELEASES CREXi AND ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS, BROKERS AND AGENTS
(“REPRESENTATIVES”) FROM ANY AND ALL CLAIMS THAT ANY SUCH BIDDER MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST CREXi OR ANY OF ITS REPRESENTATIVES FOR ANY DAMAGE OR INJURY RESULTING FROM OR RELATING TO ANY ERRORS, OMISSIONS OR OTHER CONDITIONS AFFECTING ANY PROPERTY OR THE DOCUMENTS USED IN EVAULATING OR ACQUIRING ANY PROPERTY. THIS RELEASE INCLUDES CLAIMS OF WHICH BIDDER IS PRESENTLY UNAWARE OR DOES NOT PRESENTLY SUSPECT TO EXIST IN BIDDER’S FAVOR WHICH, IF KNOWN BY BIDDER, WOULD MATERIALLY AFFECT BIDDER’S RELEASE OF CREXi. EACH BIDDER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND OTHER SUBSTANTIALLY SIMILAR APPLICABLE STATE STATUTES) WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Each Bidder represents and warrants that: (a) Bidder is not located in a country embargoed by the United States of America; (b) neither Bidder, its affiliates, members, directors or other equity owners
(excluding holders of publicly traded shares), and none of their principal officers and employees (i) is listed as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control (“OFAC”), (ii) is a person or entity with whom U.S. persons or entities are restricted from doing business under OFAC regulations or any other statute or executive order (including the September 24, 2001 “Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or (iii) is engaged in prohibited dealings or transactions with any such persons or entities; and (c) Bidder (i) is a sophisticated purchaser, (ii) is capable of evaluating the merits and risks of purchasing a Property on the Website, and (iii) understands and is able to bear the economic risks of purchasing a Property on the Website, including, without limitation, a total loss of investment and/or the risk that Bidder may be required to hold such Property for an indefinite period of time.
CANCELLATION. IF WINNING BIDDER BREACHES THESE TERMS, WINNING BIDDER’S BID MAY BE REJECTED BY CREXi AND/OR SELLER, THE PROPERTY MAY BE IMMEDIATELY SOLD TO ANOTHER BIDDER OR PLACED IN ANOTHER AUCTION, AND WINNING BIDDER SHALL FORFEIT THE PARTICIPATION DEPOSIT.