Real Estate Parcel 046H, G, 003.00 526 Sequoyah Drive

INSTRUCTIONS TO BIDDERS - SEALED BID FOR REAL ESTATE
PARCEL 046H, G, 003.00 526 SEQUOYAH DRIVE
If you have questions or need clarification of these instructions, you may contact Angie Marshall,
Municipal Clerk/Deputy City Recorder, at (423) 229-9384.
The City of Kingsport, Tennessee invites sealed bids for the purchase of real property and any
improvements thereon, said property located in the Eleventh (11th) Civil District of Sullivan County, being
more particularly identified as TAX PARCEL ID NO.: 046H, G, 003.00 and located at 526 Sequoyah
Drive in the City of Kingsport, Tennessee, and being that property conveyed to the City of Kingsport via
Quitclaim Deed recorded at Deed Book 3386, Page 847 in the Sullivan County Register of Deeds office.
Bids will be accepted until MAY 28, 2026 AT 4:00 P.M. EST, no later than that time and date. Bids must
be signed and will be accepted only on the Bid Form attached hereto as Exhibit D. Sealed bids must be
received by Travis Bishop, City Recorder, City of Kingsport, Tennessee, 415 Broad Street Kingsport,
Tennessee, 37660 by any method chosen by Bidder at Bidder's expense and risk. The risk of late delivery
or delivery failure shall be upon the Bidder. Late bids will not be accepted and will be returned
unopened. The bid must state the amount of the bid and identify the party or entity to which the property
will be conveyed. Bids must be sealed and must clearly contain the following information on the outside of
the envelope "Sealed Bid For Real Estate, PARCEL 046H, G, 003.00 526 SEQUOYAH DRIVE, May
28, 2026 at 4:00 p.m. EST."
Bids must be signed and will be accepted only on the Bid Form provided. Failure to submit a bid on the
attached Bid Form; the making of any modification, addition or amendment to the form or its conditions; or
the submission of any terms or conditions other than those contained in this INSTRUCTIONS TO
BIDDERS - SEALED BID FOR REAL ESTATE, PARCEL 046H, G, 003.00 526 SEQUOYAH DRIVE and
the attachments, shall be grounds for rejection of the bids. Bids must be for a fixed and certain sum of the
lawful money of the United States of America. Any bid not for a fixed and certain sum of such money,
including but not limited to any offer of goods, services, real property, securities, money of another nation,
or any other thing, in whole or in part, shall invalidate the bid.
A security deposit in the form of a cashier check in the amount of ten percent (10%) of the bid
payable to the City of Kingsport, Tennessee must be included in the sealed bid. The check will be
deposited the next business day. The security deposit of an unsuccessful bidder in the form of a City
warrant will be returned to such bidder by certified mail without interest, as promptly as is reasonably
possible after the determination that the bidder is not successful. The security deposit of the highest
bidder complying with all the terms of the requirements set out herein will be held as earnest money and
is nonrefundable, unless the offer to purchase is not accepted by the Board of Mayor and Aldermen. If the
bid is not accepted by the Board of Mayor and Aldermen the deposit will be returned to such bidder by
certified mail without interest, as promptly as is reasonably possible after the determination of the Board
of Mayor and Aldermen not to accept the bid.
The real property consists of a lot size approximately 0.14 acres more or less, and is more fully described
as follows:
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Control Map 046H, Group G, Parcel 003.00.
If the bid is accepted by the Board of Mayor and Aldermen, and upon compliance with the terms of the
Purchase Agreement, including the timely payment as set forth therein, conveyance of the property will
be by quitclaim deed, in the form attached hereto as Exhibit A, to the grantees listed in the Bid Form,
without any warranty and subject to all subject restrictions, easements, encumbrances of record or
apparent, and conveyance will be "AS IS" and "WHERE IS." Rezoning the property, if needed, will be the
responsibility of the purchaser. A map generally depicting the location of the property is attached as
Exhibit C.
This is not an offer to sale the property by the City of Kingsport. The Kingsport Board of Mayor and
Aldermen will decide whether to accept the highest acceptable bid and reserves the right to accept or
reject such bid for any or no reason, at its sole discretion, and the board may waive any informalities.
If the bid is approved by the Board of Mayor and Aldermen, the Bid Form, along with the INSTRUCTIONS
TO BIDDERS - SEALED BID FOR REAL ESTATE, PARCEL 046H, G, 003.00 526 SEQUOYAH DRIVE
shall be construed to be the contract of sale with the successful Buyer, until proper execution of the
Purchase Agreement, in the form attached hereto as Exhibit B, by all signatories on the Bid Form and the
City of Kingsport, Tennessee, at which time the Purchase Agreement will control the obligations and
rights of the parties.
By submitting a sealed bid the person or entity submitting such bid agrees that the bid includes all the
terms contained herein, including the purchase agreement, the quitclaim deed and all other attachments
in this INSTRUCTIONS TO BIDDERS - SEALED BID FOR REAL ESTATE, PARCEL 046H, G, 003.00
526 SEQUOYAH DRIVE and the highest acceptable bidder agrees that the bid will be valid for and will
not be withdrawn for a period of sixty (60) days after the bid opening. If the Board of Mayor and Aldermen
accepts the bid, the successful bidder agrees within two (2) business days to fully execute the Purchase
Agreement in identical form to the form attached hereto as Exhibit B and submit it to the City Attorney,
City of Kingsport, Tennessee, 415 Broad Street, Kingsport, Tennessee 37660.
In the event identical acceptable high bids are received, each bidder who bid the acceptable high bid will
be invited to meet with the City Recorder and will be given the opportunity to increase their bids in a
sealed fashion. In the event of identical acceptable high bids the process will be repeated until a high bid
is achieved. A bidder may not reduce their bid from their previous bid.
ALL INFORMATION RELATING TO THE PROPERTY IS PROVIDED TO THE BEST KNOWLEDGE
AND BELIEF OF CITY OF KINGSPORT, TENNESSEE. HOWEVER, IT IS THE RESPONSIBILITY OF
THE BIDDER TO VERIFY ALL INFORMATION PROVIDED AND TO CONDUCT ANY TITLE SEARCH
OF THE PROPERTY.
LOCATION OF PARCEL
The location of the real property is at PARCEL 046H, G, 003.00 526 SEQUOYAH DRIVE, Kingsport,
Tennessee, Eleventh (11th) Civil District of Sullivan County, Tennessee. It is owned by the City of
Kingsport and further identified on the Sullivan County Tax Mas as Control Map 046H, Group G, Parcel
003.00
GENERAL INFORMATION
The real property will be conveyed on an "AS IS" "WHERE IS" basis. Ignorance of any condition of the
site will not allow the bidder to withdraw or adjust the bid.
Prior to the submittal of a bid you are encouraged to secure firsthand information about the local real
estate tax rate, utility services, zoning ordinances, building codes, restrictions, easements, and
encumbrances on the property.
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GENERAL INFORMATION ABOUT PROPERTY
The City provides the following information believed to be factual but subject to "due diligence" by the
bidder prior to bidding:
1. Location: The address of the property is PARCEL 046H, G, 003.00 526 SEQUOYAH DRIVE,
Kingsport, Tennessee, Eleventh (11th) Civil District of Sullivan County, Tennessee. The tax
identification number is Control Map 046H, Group G, Parcel 003.00.
2. Area of Site: Lot size 0.14 acres, more or less.
3. Present Zoning: R-2.
4. Quitclaim Deed with legal description is attached.
5. Purchase Agreement is attached.
6. Taxes or Assessments Levied against Site: Delinquent Sullivan County taxes. Any taxes or
assessments will be the responsibility of the successful bidder.
7. This property is subject to:
(a) Payment of delinquent Sullivan County property taxes.
(b) Other easements, restrictions, encumbrances, of record and any use apparent by an
inspection of the property.
ADDITIONAL TERMS
1. Purchase Agreement
As set out elsewhere herein the successful bidder will fully execute the Purchase Agreement in a form
identical to the Purchase Agreement attached hereto as Exhibit B. The Purchase Agreement will not
contain any contingencies in favor of the bidder. The Purchase Agreement, once fully executed by the
successful bidder and the City of Kingsport, will constitute the entire agreement between the parties.
Neither oral statements nor representations made by or for, or on behalf of either party, including
representations in this document, shall become part of the Purchase Agreement. The Purchase
Agreement or any interest therein may not be transferred or assigned by the final bidder without written
consent of the Board of Mayor and Aldermen. After payment of the full purchase price, the City of
Kingsport, Tennessee will convey title of the property to the bidder by quitclaim deed, with no warranty,
and subject to all restrictions, easements, encumbrances of record or apparent, and conveyance will be
"AS IS" "WHERE IS."
2. Acceptance of the Bid
The Board of Mayor and Aldermen of the City of Kingsport, Tennessee will determine whether to accept
the bid, and reserves the right to accept or reject the bid for any reason or for no reason.
3. Modification or Withdrawal of Bid
All sealed bids, once opened, are non-revocable. The City of Kingsport will not entertain claims from the
bidder for withdrawal or modification of the bid after the opening of the bids for any reason, including
ignorance of the condition of the property offered for sale or misinterpretation of the INSTRUCTIONS TO
BIDDERS - SEALED BID FOR REAL ESTATE, PARCEL 046H, G, 003.00 526 SEQUOYAH DRIVE or
terms and conditions of the sale.
4. Notice of Acceptance or Rejection
The highest acceptable bidder will be notified of acceptance or rejection of the bid by the Board of Mayor
and Aldermen.
5. Grounds for Rejection of Bids
Bids received after May 28, 2026 at 4:00 p.m. EST will not be considered. Bids that are not submitted on
the Bid Form, attached hereto as Exhibit D will not be considered. Any failure to fully follow and comply
with the provisions in this INSTRUCTIONS TO BIDDERS - SEALED BID FOR REAL ESTATE, PARCEL
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046H, G, 003.00 526 SEQUOYAH DRIVE will be grounds for rejection. The Board of Mayor and
Aldermen expressly reserves the right to reject the bid for any or no reason, in its sole discretion. The
Board of Mayor and Aldermen may determine not to sell the property. The Board of Mayor and Aldermen
may reject all bids and issue a call for new bids, sell the property by private sale, or otherwise dispose of
the property, as the board, in is sole discretion, determines. Any bid containing any qualifying or
contingent clauses not mentioned herein will be rejected.
6. Forfeiture of Deposit
In the event of a default by a bidder the bidder's security deposit shall be forfeited to the city. Additionally,
the City of Kingsport may take such action, as it deems necessary and appropriate, due to the default of
the bidder.
7. Transfer of Title
Transfer of title to the property to the successful bidder will be by a quitclaim deed, without any warranty,
and subject to all all restrictions, easements, encumbrances of record or apparent, and conveyance will
be "AS IS" "WHERE IS." The quitclaim deed, which includes the legal description, is attached hereto as
Exhibit A.
8. Closing and Final Payment to City
If the bidder's bid is accepted by the Board of Mayor and Aldermen, the successful bidder will on a date,
mutually agreeable with the city, but not later than 30 days after the execution of the Purchase Agreement
by the city, tender to the City of Kingsport the balance of the purchase price, as set out in the Purchase
Agreement. Upon receipt of that payment and the execution of such documents as are required to
consummate the closing of the purchase, the City of Kingsport will deliver a quitclaim deed to the
successful bidder.
9. Title Search and Title Insurance
The successful bidder assumes the expense of procuring any title search, title abstracts or title insurance
that it may require.
10. Survey and Rezoning
No survey has been completed on the parcel. The successful bidder assumes any and all costs of
surveying and rezoning.
11. Special Assessments
The successful bidder will assume the payment of any unpaid deferred charges or special assessments
for public improvements levied against the parcel, including any tap fees for water or sewer service.
12. Real Estate Taxes
The successful bidder will be liable for any outstanding real estate taxes, and the real estate taxes for the
current year that may not be due, on the property.
13. Minimum Offer Required
There is no required minimum offer.
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EXHIBIT A
QUITCLAIM DEED
This instrument was prepared by:
Rodney B. Rowlett, III, City Attorney
415 Broad Street, Kingsport, Tennessee 37660
QUITCLAIM DEED
THIS QUITCLAIM DEED made and entered into this the ___ day of , 2026, by and between
the CITY OF KINGSPORT, TENNESSEE, a municipal corporation, Grantor, and ,
Grantee.
WITNESSETH:
FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Grantor does hereby
convey, remise, release and quitclaim unto Grantee, Grantee's heirs, successors and assigns all of Grantor's right,
title and interest in and to a certain tract of land in Sullivan County, Tennessee, described as follows, to wit:
Situate, lying and being in the City of Kingsport, Eleventh (11th) Civil District of Sullivan County, Tennessee:
INSERT PROPERTY DESCRIPTION
This conveyance is made "AS IS WHERE IS."
Control Map 046H, Group G, Parcel 003.00.
The legal description herein has been taken from prior deeds without a title examination or survey.
The preparer of this deed makes no representation as to the status of the title or the accuracy of
the description and assumes no liability therefore.
This conveyance is expressly made subject to all covenants, conditions, restrictions, encumbrances, and
reservations contained in former deeds and other instruments of record applicable to said property, and any
easements, conditions, or use apparent from an inspection of said property and is conveyed "AS IS, WHERE IS."
This conveyance is expressly made subject to any and all real estate taxes, including all penalties and
interest, if any, owed to Sullivan County, Tennessee, City of Kingsport, Tennessee, or any other taxing authority.
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IN WITNESS WHEREOF, the Party of the First Part hereunto signs its name and affixes its seal on the day
and year first above written.
CITY OF KINGSPORT, TENNESSEE
By: ___________________________________
Paul W. Montgomery, Mayor
ATTEST:
_____________________________
Travis Bishop, City Recorder
APPROVED AS TO FORM:
Rodney B. Rowlett, III, City Attorney
STATE OF TENNESSEE
COUNTY OF SULLIVAN
Before me, the undersigned authority, a Notary Public in and for the State and County aforesaid, personally
appeared Paul W. Montgomery, with whom I am personally acquainted, (or proved to me on the basis of satisfactory
evidence) and who, upon oath, acknowledged himself to be the Mayor of City of Kingsport, Tennessee, the within-
named bargainor, a municipal corporation, and that he as such Mayor executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by himself as Mayor.
WITNESS my hand and official seal this _____ day of , 2026.
Notary Public
My commission expires:
____________________
STATE OF TENNESSEE
COUNTY OF SULLIVAN
The undersigned affiant, being first duly sworn, makes oath that the actual consideration for the foregoing
transfer, or the value of the property hereinbefore described, whichever is greater, is _________________.
Affiant
SWORN TO AND SUBSCRIBED before me, this _________ day of ___________, 2026.
Notary Public
My commission expires:
_____________________
Name and address of the person or entity responsible
for the payment of the real property tax:
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EXHIBIT B
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (herein called "Agreement") is hereby made and entered into by and between City
of Kingsport, Tennessee, a municipal corporation, (herein called "Seller") and ,
(herein called "Buyer").
WITNESSETH:
For and in consideration of the sum of ($ ) Dollars, as earnest money paid,
and in part payment of the purchase price, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from
Seller, a certain tract of real property (herein called "Real Property) located in Sullivan County, Tennessee, together
with any improvements thereon and all easement, covenants, licenses, and other rights appurtenant to said real
property, said real property being generally described as follows:
This conveyance is made "AS IS WHERE IS."
Situate, lying and being in the City of Kingsport, Eleventh (11th) Civil District of Sullivan County, Tennessee:
Control Map 046H, Group G, Parcel 003.00.
All property and interests of Seller, to be conveyed hereunder are herein sometimes collectively called the "Property".
THIS SALE IS MADE ON THE FOLLOWING TERMS AND CONDITIONS:
SECTION 1. PURCHASE PRICE. The purchase price for the Property shall be the sum of exactly
($ ) Dollars, which sum shall be payable as follows:
a) The sum of ($ ) Dollars has been deposited with Seller, as earnest money
with the execution of this Agreement, and which earnest money is not refundable to Buyer.
(b) The balance of ($ ) Dollars shall be payable at the closing of the sale in
cash or by cashier's check. Such amount shall be reduced or increased by reason of prorations and other
adjustments as hereinafter provided.
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SECTION 2. CONVEYANCE OF PROPERTY. Upon payment of the full purchase price by Buyer as hereinbefore set
out, Seller shall convey title to the real property to Buyer by quitclaim deed without warranty, which conveyance shall
be subject to all restrictions, easements, encumbrances of record or apparent, including (1) ____________________,
(2) All other covenants, conditions, restrictions, encumbrances, and reservations contained in former deeds and other
instruments of record applicable to said property, and any easement, condition, or use apparent from an inspection of
the property, and (3) all real estate taxes, including all penalties and interest, if any, owed to Sullivan County,
Tennessee, City of Kingsport, Tennessee, or any other taxing authority and conveyance will be "AS IS WHERE IS."
SECTION 3. CLOSING. Subject to the conditions set out in this Agreement, the closing shall occur on or before thirty
(30) days after the date of execution of this Agreement by Seller, as shown by the date on the acknowledgment of the
Seller's signature, (the "Closing Date"), at a time and location mutually agreed upon by the parties or, upon failure of
the parties to agree, at a time and place specified by Seller (the "Closing"). Buyer and Seller agree to deliver and
execute such documents as may be reasonable and necessary in the opinion of counsel for Seller and Buyer to
consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions hereof.
SECTION 4. SURVEY. Upon the execution of this Agreement, Buyer may, at Buyer's cost, cause a survey to be
prepared on the Real Property by a licensed surveyor acceptable to Buyer.
SECTION 5. TITLE INSURANCE. Buyer, at its expense, may secure an owner's title insurance commitment to issue
a title insurance policy insuring Buyer's fee simple interest in the Real Property to the extent of the Purchase Price.
SECTION 6. POSSESSION. Delivery of possession of the Real Property shall occur at Closing.
SECTION 7. NOTICE. Any notice or demand on either party hereunder shall be deemed to have been given when
mailed to the other party by Certified Mail, Return Receipt Requested, postage prepaid at the addresses set forth
below:
SELLER: City of Kingsport, Tennessee
415 Broad Street
Kingsport, Tennessee 37660
Attention: Rodney B. Rowlett, III
BUYER:
SECTION 8. PRORATIONS. If applicable, all real estate taxes and assessments shall be prorated as of the Closing
Date, using for such purpose the rate and valuation shown on the latest available tax notice.
SECTION 9. REZONING. Buyer assumes any and all costs of rezoning.
SECTION 10. SPECIAL ASSESSMENTS. Buyer assumes the payment of any unpaid deferred charges or special
assessments for public improvements levied against the parcel, including any tap fees for water or sewer service.
SECTION 11. REAL ESTATE TAXES. Buyer will be responsible for all real estate taxes, including penalties and
interest, levied against the property, including all delinquent taxes.
SECTION 12. EXPENSES OF SELLER. In closing this transaction, Seller shall be charged with the following:
(a) The cost of preparation of the quitclaim deed;
(b) The fees and expenses of any attorney or other advisor engaged by Seller in connection with this transaction; and
(c) The commission or fees charged by any real estate broker or agent retained or used by the Seller in connection
with this transaction.
SECTION 13. EXPENSES OF BUYER. In closing this transaction, Buyer shall be charged with the following:
(a) The cost of any title search and title insurance policy;
(b) The cost of recording the deed and any transfer tax associated with such deed;
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(c) Any fees charged in connection with any attorney or other advisor engaged by Buyer in connection with this
transaction;
(d) The cost of the survey provided pursuant to Section 4; and
(e) The commission or fees charged by any real estate broker or agent retained or used by Buyer in connection with
this transaction.
SECTION 14. RISK OF LOSS. The risk of loss or damage to any of the Real Property described above by fire or
other casualty shall remain with the Seller until Closing. In the event of such loss before Closing, this Agreement will
be voidable at the option of Buyer by written notice of such option to the Seller prior to the scheduled Closing. Should
Buyer elect to continue with the purchase following such loss or damage before Closing, Buyer will the right to close
this Agreement at the stated Purchase Price. If Buyer elects to void the Agreement pursuant to this section 1, the
earnest money will be refunded to the Buyer, without interest.
SECTION 15. DEFAULT.
(a) If Buyer is in default of this Agreement, Seller shall give written notice to Buyer, and Buyer shall have ten (10)
business days from the date of the receipt of such notice within which to cure such default. If the Closing
contemplated by this Agreement is not consummated on account of Buyer's default hereunder, Seller shall be entitled
to retain the Deposit as full and complete liquidated damages for such default of Buyer, the Parties acknowledging
that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Buyer's default.
This Section 15(a) is intended not as a penalty, but as full liquidated damages. The Seller many retain the Deposit as
full liquidated damages or to sue Buyer for specific performance of this Agreement in the event of a default or in
failing to close hereunder by Buyer.
(b) If Seller shall be in default of this Agreement, Buyer shall give written notice to Seller, and Seller shall have ten
(10) business days from the date of the receipt of such notice within which to cure such default, provided, however,
there shall be no cure period for Seller's failure to close. If the Closing contemplated by this Agreement is not
consummated on account of Seller's default hereunder, the Seller shall return the Deposit to Buyer, as full payment
for any and all damages that Buyer may incur, and Buyer waives any right to specific performance and all other
rights, privileges or remedies available to Buyer at law or in equity, severally or cumulatively.
SECTION 16. SELLER'S WARRANTIES, REPRESENTATIONS AND COVENANTS. Seller hereby represents and
warrants to Buyer solely as to the following matters, each of which is so warranted to be true and correct as of the
date hereof and shall, as a condition to Buyer's obligations hereunder, be true and correct on the closing date:
(a) Seller has entered into no other presently effective agreement to sell the Real Property, or any portion thereof, nor
has it granted any presently effective option for the sale of the Real Property, or any portion thereof, or right of first
refusal or right of first offer with respect thereto;
(b) Seller has no knowledge of pending or contemplated condemnation proceedings affecting the Real Property, the
abutting streets, or any part thereof;
(c) Seller is not now a party to any litigation with respect to the Real Property;
(d) Seller is not a "foreign person" as defined in the Internal Revenue Code of 1986, as amended, and as
contemplated by the Foreign Investments in Real Property Tax Act (96 Stat. 2682), as amended by the Deficit
Reduction Act of 1984, and Buyer has no obligation to withhold and pay over to the U. S. Internal Revenue Service
any part of the "amount realized" by Seller in the transaction contemplated hereby;
(e) Seller has the authority and power to enter into this Agreement and to consummate the transactions contemplated
herein and is legally obligated to Buyer in accordance with the terms and provisions of this Agreement;
(f) The execution and entry into this Agreement, the execution and delivery of the documents and instruments to be
executed and delivered by Seller on the Closing Date, and the performance by Seller of Seller's duties and
obligations under this Agreement and of all other acts necessary and appropriate for the full consummation of the
purchase and sale of the Real Property as contemplated herein, are consistent with and not in violation of, and will
not create any adverse condition under, any contract, agreement or other instrument to which Seller is a party, any
judicial order or judgment of any nature by which Seller is bound; and
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(g) All necessary and appropriate action has been taken by Seller authorizing and approving the execution of and
entry into this Agreement, the execution and delivery by Seller of the documents and instruments to be executed by
Seller on the Closing Date, and the performance by Seller of Seller's duties and obligations under this Agreement and
of all other acts necessary and appropriate for the consummation of the purchase and sale of the Real Property as
contemplated herein.
SECTION 17. BUYER'S WARRANTIES, REPRESENTATIONS AND COVENANTS. Buyer hereby represents and
warrants to Seller solely as to the following matters, each of which is so warranted to be true and correct as of the
date hereof and shall, as a condition to Seller's obligations hereunder, be true and correct on the closing date:
(a) The execution and delivery of this Agreement and the performance by Buyer of its obligations hereunder have
been duly authorized by all required action of Buyer;
(b) Buyer has the right, power and authority to make and perform its obligations under this Agreement and this
Agreement is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject
to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally;
(c) Buyer does not require any consents or approvals from any third party with respect to the execution and delivery
of this Agreement or with respect to the performance by Buyer of its obligations hereunder, including the purchase of
the Real Property from Seller;
(d) The execution and entry into this Agreement, the execution and delivery of the documents and instruments to be
executed and delivered by Buyer on the Closing Date, and the performance by Buyer of Buyer's duties and
obligations under this Agreement and of all other acts necessary and appropriate for the full consummation of the
purchase and sale of the Real Property as contemplated herein, are consistent with and not in violation of, and will
not create any adverse condition under, any contract, agreement, or other instrument to which Buyer is a party, any
judicial order or judgment of any nature by which Buyer is bound; and
(e) All necessary and appropriate action has been taken by Buyer authorizing and approving the execution of and
entry into this Agreement, the execution and delivery by Buyer of the documents and instruments to be executed by
Buyer on the Closing Date, and the performance by Buyer of Buyer's duties and obligations under this Agreement
and of all other acts necessary and appropriate for the consummation of the purchase and sale of the Real Property
as contemplated herein.
SECTION 18. TIME IS OF THE ESSENCE. Time is of the essence to the performance of this Agreement.
SECTION 19. MERGER CLAUSE; ENTIRE AGREEMENT; MODIFICATIONS. All understandings and agreements
heretofore had between the parties are merged in this Agreement, which alone fully and completely expresses their
agreement, and the same is entered into after full investigation, neither party relying upon any statement,
representation, express or implied warranties, guarantees, promises, statements, "setups", representation, or
information, not embodied in this Agreement, made by the other, or by any agent, employee, servant, or other person
representing or purporting to represent the Seller. This Agreement contains the full agreement between the parties
and there are no other contracts, express or implied, which are not stated herein, and no waiver of any of its terms
and conditions shall be effective unless in writing and duly executed by the parties hereto.
SECTION 20. POST CLOSING SURVIVAL. Wherever in this Agreement Seller or Buyer shall have agreed or
promised to perform certain acts or otherwise where the context of this Agreement would require such performance
or grants to occur after the Closing, then those agreements and covenants shall survive the Closing and continue to
bind Seller and Buyer.
SECTION 21. CAPTIONS. The section headings or captions appearing in this Agreement are for convenience only,
are not a part of this Agreement and are not to be considered in interpreting this Agreement.
SECTION 22. SEVERABILITY. In the event any provision or portion of this agreement is held by any court of
competent jurisdiction to be invalid or unenforceable, such holding will not affect the remainder hereof, and the
remaining provisions shall continue in full force and effect to the same extent as would have been the case had such
invalid or unenforceable provision or portion never been a part hereof.
SECTION 23. CONTROLLING LAW; VENUE. This Agreement has been made and entered into under the laws of
the State of Tennessee, and said laws shall control the interpretation thereof. Venue for any litigation concerning this
Agreement shall be filed in the state or federal courts for Sullivan County, Tennessee.
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