Glossary of Auction Terms
The following is a glossary of real estate auction terms developed by the National Association of Realtors – Real Estate Auction Committee, and the National Auctioneers Association. While it is a real estate glossary, most of the terms apply to all types of auctions.AARE (Accredited Auctioneer, Real Estate)The professional designation awarded by the NAA Education Institute to qualified real estate auctioneers who meet the educational and experiential requirements of the Institute and who adhere to a strict code of ethics and standards of practice.Absentee BidA procedure which allows a bidder to participate in the bidding process without being physically present. Generally, a bidder submits an offer on an item prior to the auction. Absentee bids are usually handled under an established set of guidelines by the auctioneer or his representative. The particular rules and procedures of absentee bids are unique to each auction company.Absentee BidderA person (or entity) who does not attend the sale but submits, in advance, a written or oral bid that is the top price he or she will pay for a given property.Absolute AuctionAn auction where the property is sold to the highest qualified bidder with no limiting conditions or amount. The seller may not bid personally or through an agent. Also known as an auction without reserve.Accounting of SaleA report issued to the seller by the auctioneer detailing the financial aspects of the auction.AgentA person who acts for or in the place of another individual or entity by authority from them.AppraisalThe act or process of estimating value.Apprentice AuctioneerAn auctioneer who is in training, operating under the supervision of a licensed or experienced auctioneer."As Is"Selling the property without warranties as to the condition and/or the fitness of the property for a particular use. Buyers are solely responsible for examining and judging the property for their own protection. Otherwise known as "As Is, Where Is" and "In its Present Condition."AuctionA method of selling property in a public forum through open and competitive bidding. Also referred to as: public auction, auction sale or sale.Auction BlockThe podium or raised platform where the auctioneer stands while conducting the auction. "Placing (an item) on the auction block" means to sell something at auction.Auction Listing AgreementA contract executed by the auctioneer and the seller which authorizes the auctioneer to conduct the auction and sets out the terms of the agreement and the rights and responsibilities of each party.Auction MarketerAn individual who contracts with sellers for the auction method of marketing property. In the case of real property, he or she may not actually conduct the sale but is directly responsible for all aspects of marketing the property.Auction MarketingThe method of marketing real property utilizing the auction method of sale.Auction PlanThe plan for pre-auction, auction day and post auction activities.Auction PriceThe price of a property obtained through the auction method of marketing.Auction Subject to Confirmation(See "Reserve Auction")Auction ValueThe price which a particular property brings in open competitive bidding at public auction.Auction With ReserveAn auction in which the seller or his agent reserves the right to accept or decline any and all bids. A minimum acceptable price may or may not be disclosed and the seller reserves the right to accept or decline any bid within a specified time.Auction Without Reserve(See "Absolute Auction")AuctioneerThe person whom the seller engages to direct, conduct, or be responsible for a sale by auction. This person may or may not actually call or cry the auction.Auctioneer SubcontractorAn auctioneer hired by the principal auctioneer.Ballroom AuctionAn auction of one or more properties conducted in a meeting room facility.Bank Letter of CreditA letter from a bank certifying that a named person is worthy of a given level of credit. Often requested from prospective bidders or buyers who are not paying with currency at auctions.BidA prospective buyer's indication or offer of a price he or she will pay to purchase property at auction. Bids are usually in standardized increments established by the auctioneer.Bid AcknowledgmentA form executed by the high bidder confirming and acknowledging the bidder's identify, the bid price and the description of the property. Also known as Memorandum.Bid AssistantsIndividuals who are positioned throughout the attendees at the auction to assist the auctioneer, spot bidders and assist prospective bidders with information to help them in their buying decision. Also known as ringmen, bid consultants, bid spotters, or groundsmen.Bid CallerThe person who actually "calls," "cries or "auctions" the property at an auction, recognizing bidders and acknowledging the highest bidder. Commonly known as the auctioneer.Bid RiggingThe unlawful practice whereby two or more people agree not to bid against one another so as to deflate value.Bidder NumberThe number issued to each person who registers at an auction.Bidder PackageThe package of information and instructions pertaining to the property to be sold at an auction event obtained by prospective bidders at an auction. Sometimes called a bidder packet or due diligence package.Bidder's ChoiceA method of sale whereby the successful high bidder wins the right to choose a property or properties from a grouping of similar or like-kind properties. After the high bidder's selection, the property is deleted from the group, and the second round of bidding commences, with the high bidder in round two choosing a property, which is then deleted from the group and so on, until all properties are sold.Bookkeeper or ClerkThe person who is responsible for the accounting and paperwork at an auction sale.Broker ParticipationAn arrangement for third-party brokers to register potential bidders for properties being sold at auction for a commission paid by the owner of the property or the auction firm.Buyer's BrokerA real estate broker who represents the buyer and, as the agent of the buyer, is normally paid for his/her services by the buyer.Buyer's PremiumAn advertised percentage of the high bid or flat fee added to the high bid to determine the total contract price to be paid by the buyer.CAICertified Auctioneers Institute. The professional designation awarded to practicing auctioneers who meet the experiential, educational and ethical standards set by the Auction Marketing Institute, Inc.Caravan AuctionsA series of on site auctions advertised through a common promotional campaign.Carrying ChargesThe costs involved in holding a property which is intended to produce income (either by sale or rent) but has not yet done so, i.e., insurance, taxes, maintenance, management.Catalog or BrochureA publication advertising and describing the property(ies) available for sale at public auction, often including photographs, property descriptions, and the terms and conditions of the sale.Caveat EmptorA Latin term meaning "let the buyer beware." A legal maxim stating that the buyer takes the risk regarding quality or condition of the property purchased, unless protected by warranty.ClerkThe person employed by the principal auctioneer or auction firm to record what is sold and to whom and for what price.CollusionThe unlawful practice whereby two or more people agree not to bid against one another so as to deflate value or when the auctioneer accepts a fictitious bid on behalf of the seller so as to manipulate or inflate the price of the property.CommissionThe fee charged to the seller by the auctioneer for providing services, usually a percentage of the gross selling price of the property established by contract (the listing agreement) prior to the auction.Conditions of SaleThe legal terms that govern the conduct of an auction, including acceptable methods of payment, terms, buyer's premiums, possession, reserves and any other limiting factors of an auction. Usually included in published advertisements or announced by the auctioneer prior to the start of the auction.ContractAn agreement between two or more persons or entities which creates or modifies a legal relationship.Cooperating BrokerA real estate broker who registers a prospective buyer with the auction company, in accordance with the terms and conditions for that auction. The broker is paid a commission only if his prospect is the high bidder and successfully closes on the property. Also known as a participating broker.Critical PathSequence of key tasks to be done by auction contractor or other designated parties on specified dates, leading to desired goals.Dual AgencyThe representation of opposing principals (buyers and seller) at the same time.Due DiligenceThe process of gathering information about the condition and legal status of assets to be sold.Estate SaleThe sale of property left by a person at his or her death. An estate auction can involve the sale of personal and/or real property.Graduate, Personal Property Appraiser (GPPA)The professional designation awarded by the NAA Education Institute (formerly American Marketing Institute) to qualified property appraisers who meet the educational and experiential requirements of the Institute and who adhere to a strict code of ethics and standards of practice.Groundsman(See " Bid Assistants")Hammer PricePrice established by the last bidder and acknowledged by the auctioneer before dropping the hammer or gavel.Listing AgreementSee Auction Listing Agreement.Listing BrokerA real estate broker who has a listing on a property and cooperates with the auction company by allowing the auction agreement to supersede his/her listing agreement.Market ValueThe highest price in terms of money which a property will bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus.MemorandumSometimes also referred to as a "Bidder Acknowledgment," or "Broker Acknowledgment," the memorandum is signed by those parties either on the auction floor or in the contract room.Minimum Bid AuctionAn auction in which the auctioneer will accept bids at or above a disclosed price. The minimum price is always stated in the brochure and advertisements and is announced at the auctions.Opening BidThe lowest acceptable amount at which the bidding must commence.Multi-Property AuctionA group of properties offered through a common promotional campaign. The properties to be auctioned may be owned by one seller or multiple sellers.Multi-Seller AuctionProperties owned by many sellers, offered through a common promotional campaign are auctioned in a single event.National Auctioneers AssociationAn association of individual auctioneers united to promote the mutual interests of its members; formulate and maintain ethical standards for the auction profession; promote the enactment of just and reasonable laws, ordinances and regulations affecting auction selling; make the public more aware of the advantages of auction selling; and generally improve the business conditions affecting the auction profession.National Real Estate Auction CommitteeA national committee developed by the NATIONAL ASSOCIATION OF REALTORS in April, 1990 to provide education to members concerning real estate auctions, identify issues and monitor, review and analyze trends affecting the real estate auction industry. It also is charged with formulating policies for consideration by other policy-making NAR Committees, its Executive Committee and Board of Directors.No-Sale FeeA charge paid by the owner of property offered at a reserve auction when the property does not sell.Opening BidThe first bid offered by a bidder at an auction.On-site AuctionAn auction conducted on the premises of the property being sold.Participating BrokerSee Cooperating Broker.PreviewSpecified date and time property is available for prospective buyer viewing and audits. Also known as Open House or Inspection.Referring BrokerA real estate broker who does not have a listing on a property, but refers the auction company to a potential seller for an auction. Usually earns a flat fee commission for referring product to an auction company.RegroupA process used in real estate auctions where a bidder has the opportunity to combine several parcels of land previously selected by other bidders, thereby creating one larger parcel out of several smaller parcels. This process is often used in conjunction with bidder's choice.ReserveThe minimum price that a seller is willing to accept for a property to be sold at auction. Also known as the reserve price.Reserve AuctionAn auction in which the seller reserves the right to establish a reserve price, to accept or decline any and all bids or to withdraw the property at any time prior to the announcement of the completion of the sale by the auctioneer. See also Auction With Reserve.Sale ManagerThe person designated by the auction company who is responsible for organizing the details of an auction. Also known as project manager.Sealed BidA method of sale utilized where confidential bids are submitted to be opened at a predetermined place and time. Not a true auction in that it does not allow for reaction from the competitive market place.SellerEntity that has legal possession, (ownership) of any interests, benefits or rights inherent to the real or personal property.Subject to Confirmation(See "Reserve Auction")Tax SalePublic sale of property at auction by governmental authority, due to nonpayment of property taxes.TermsThe period of time that an agreement is in effect.Terms and ConditionThe printed rules of the auction and certain aspects of the Purchase & Sale Agreement that are read and/or distributed to potential bidders prior to an auction sale.Tie BidsWhen two or more bidders bid exactly the same amount at the same time and must be resolved by the auctioneer.Trustee's SaleA sale at auction by a trustee.Upset PriceCommonly known as the reserve price.WithdrawalFailure to reach the reserve price or insufficient bidding.
Real Estate Terms and Conditions for Real Estate Sales
READ THESE TERMS OF SALE CAREFULLY. BY PARTICIPATING IN THE AUCTION YOU AGREE TO THESE TERMS AND MAKE REPRESENTATIONS AS SET OUT HEREIN. THESE TERMS ARE LEGALLY BINDING AND IF YOU VIOLATE ANY OF THEM, Miller Land & Livestock Co , of Wisconsin. Miller Land & Livestock Co AND ITS EMPLOYEES, AGENTS AND REPRESENTATIVES HEREAFTER ARE REFERRED TO AS “AUCTIONEER”) OR THE SELLER MAY SEEK LEGAL RELIEF, INCLUDING BUT NOT LIMITED TO REPORTING YOUR CONDUCT TO APPROPRIATE LAW ENFORCEMENT ENTITIES. PLEASE NOTE THAT THESE TERMS INCLUDE AN AGREEMENT BY WHICH YOU INDEMNIFY SELLER AND AUCTIONEER.TERMS OF SALE: IF YOU SUCCESSFULLY BID ON A PROPERTY, YOU WILL BE REQUIRED TO PUT $5,000 DOWN WHICH MUST BE IN THE FORM OF A CASHIER’S CHECK MADE PAYABLE TO YOURSELF, OR CASH. THIS IS A CASH SALE AND IS NOT CONTINGENT ON THE BUYER’S ABILITY TO OBTAIN FINANCING. EARNEST MONEY IS NOT CONSIDERED AN “OPTION” PAYMENT. YOU ARE AGREEING TO CLOSE ON THE PROPERTY WHEN YOU SUCCESSFULLY BID ON THE PROPERTY. IF YOU ARE NOT CERTAIN THAT YOU WANT TO PURCHASE THE PROPERTY, DO NOT BID ON IT. IF YOU HAVE NOT INSPECTED THE PROPERTY AND DESIRE TO DO SO BEFORE PURCHASING THE PROPERTY, DO NOT BID ON THE PROPERTY. THE $5,000 DOWN (IN CERTIFIED FUNDS OR CASH) WILL BE YOUR EARNEST MONEY DEPOSIT FOR THE PROPERTY AND WILL NOT BE REFUNDED UNDER ANY CIRCUMSTANCES. IF YOU HAVE EVER PROVIDED A CASHIER’S CHECK OR A PERSONAL OR COMPANY CHECK FOR YOUR EARNEST MONEY WHICH HAS BEEN RETURNED FOR ANY REASON, INCLUDING BUT NOT LIMITED TO, BEING DECLARED “NSF”, BEING DRAWN ON A CLOSED ACCOUNT, BEING FRAUDULENT, OR HAVING A STOP ORDER PLACED ON IT, YOU ARE NOT ELIGIBLE TO PARTICIPATE IN ANY BIDS AND MAY NOT PARTICIPATE IN ANY AUCTION. YOU MAY BE ASKED TO LEAVE. IF DESPITE THIS NOTICE YOU APPEAR AT THE AUCTION AND ATTEMPT TO PARTICIPATE IN THE BIDDING ON ANY PROPERTY, YOUR BIDS WILL BE DISREGARDED AND THE OTHER BIDDERS MAY BE INFORMED THAT YOU ARE NOT ELIGIBLE TO PARTICIPATE IN THE AUCTION AND TO DISREGARD YOUR BIDS.For properties selling for $10,000 or less, the purchaser MUST pay for the property in full on sale day. Any buyer not closing within the contractual time period to close WILL forfeit his/her earnest money. Please review the specific contract relating to each property to determine closing requirements.SUCCESSFUL BIDDERS MUST HAVE ADEQUATE FINANCIAL RESOURCES TO FULFILL BID COMMITMENTS. IF YOU SUCCESSFULLY BID ON A PROPERTY, YOU CONTRACT TO PURCHASE THE PROPERTY FOR THE BID AMOUNT FURTHER, BY PARTICIPATING IN THE AUCTION YOU ARE REPRESENTING TO AUCTIONEER AND THE SELLER THAT YOU HAVE ADEQUATE FINANCING AND THAT YOU HAVE DONE SUFFICIENT DUE DILIGENCE TO BID ON THE PROPERTY AND PAY THE AMOUNT BID. BY PARTICIPATING IN THE AUCTION, YOU ACKNOWLEDGE THAT AUCTIONEER AND THE SELLER ARE RELYING ON YOUR REPRESENTATION OF SUFFICIENT FUNDING. YOU FURTHER ACKNOWLEDGE BY YOUR PARTICIPATION IN THE AUCTION THAT AUCTIONEER AND THE SELLER WILL BE INJURED IF YOU DO NOT HAVE SUFFICIENT FINANCING OR HAVE NOT ALREADY SATISFIED YOURSELF AS TO THE CONDITION OF THE PROPERTY AND ITS VALUE, INCLUDING LOSSES OF RESOURCES USED TO MARKET THE PROPERTY AND CONDUCT THE AUCTION.The successful bidder for each property shall execute an “auction real estate sales contract” for each property immediately after being declared the successful bidder by the auctioneer. Copies of this sales contract are available for review prior to the auction at the auction information office or by calling the auctioneers.Special note & buyer’s premium fee: a buyer’s premium fee of 12% will be added to the final bid amount on each property sold at this auction. The bid amount plus the buyer’s premium equals the final purchase price.Broker participation invited: a 2% buyer broker commission, before the inclusion of the buyer premium, will be paid to brokers who represent a purchaser on any auction property. In order to be paid a commission, the buyer broker must do the following:►Review the “terms and conditions of sale” with each client you are representing.►Professionally assist your client by providing relevant advice and property information.►Attend the auction and fill out the “broker registration statement.”►Sign your client’s bid and deposit receipt at the auction.Each step must be completed. If any of these steps have been omitted, the broker will not be paid a commission. There will be no exceptions. Bidders will be required to acknowledge buyer broker relationship as they register at the sale. By bidding, each bidder and buyer broker agree to indemnify and hold harmless seller and auctioneer for any and all claims for compensation made by any person or entity in connection with the auction. Note: neither sellers nor AUCTIONEER will pay commissions on any property to any broker participating in the purchase of any property. Brokers may not represent themselves or any immediate family members (i.e. Spouse, siblings, parents, etc.). In addition, brokers may not be a party to any entity such as a corporation, business, or trust purchasing a property. Closing: all properties must close on or before 30-45 days after the auction, depending on the seller. All prospective bidders should consider engaging counsel of their own choosing to examine the commitment for title insurance and all matters referred to therein as affecting the state of title of properties on which they intend to bid. Seller AND AUCTIONEER make no warranties or representations, expressed or implied, written or oral, with respect to the state of title of any of the properties, the title company, or of the correctness or completeness of the information contained in the commitment for title insurance. Seller shall pay all current ad valorem taxes and condo fees assessed against the property up to the date of closing.Buyer’s note: Any person attending the auction is a guest of the auction company and subject to removal by the auction company at its discretion. On the day of the sale, no modification to the form of the contract will be accepted. The failure to execute the contract in the form presented or to render the earnest money deposit on the day of the sale may result, at seller’s option, in a voiding of the sale and resulting in the sale of the property to the next high bidder, or placement of the property back in the auction. Auctioneer reserves the right to ad or delete any property from this auction or to alter the order of sale from that published herein OR ELSEWHERE. BIDDERS ARE RESPONSIBLE TO PERFORM DUE DILIGENCE, INCLUDING BUT NOT LIMITED TO Personal on-site inspection of each property prior to the auction. All properties sell “as is-where is” with no warranties expressed or implied. All properties will be conveyed by special warranty deed, and the owner’s title policy will be an expense of the seller. The information set forth herein has not been independently verified by seller or auctioneer. Its accuracy is not warranted in any way , including , but not limited to , information set forth herein concerning utilities, lease information , zoning , and acreage of parcel and square footage of improvements and al photographs . BUYER AGREES THAT THEY ARE NOT RELYING ON THE INFORMATION PROVIDED IN DECIDING WHETHER TO BID ON THE PROPERTY AND HAVE CONDUCTED THEIR OWN DUE DILIGENCE INVESTIGATION PRIOR TO THE AUCTION. There is no obligation on the part of seller or the auctioneer to update this information. All announcements made at the auction take precedence over al other advertising. The sellers AND auctioneer do not have any liability whatsoever for any oral or written representation, warrants or agreements relating to the property (including information appearing in this brochure or announcements made at the time of the auction) except THOSE OF THE SELLER(S) as expressly set forth in the “auction real estate sales contract.”Properties identified in this brochure as “absolute” are sold to the highest bidder. The properties not identified as “absolute” are being AUCTIONED with a reserve. All reserve properties are NOT sold UNTIL seller approval.Properties identified as absolute are available “absolute” on auction day only. There is no minimum -starting bid required on any unit. There is no obligation on the part of the seller to accept any backup bids in the event the high bidder fails to perform.Agency disclosure: AUCTIONEER and al licenses employed by or associated with auctioneer represent the seller in the sale of these properties.Disclaimers:(a) The property will be sold by seller to buyer on an “as is, where is, and with all faults” basis. Buyer accepts all faults of the property whether known or unknown, presently existing or that may hereafter arise. Buyer acknowledges and agrees that the seller and the auctioneer have not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, or, as to, concerning or with respect to: (i) the value, nature, quality or condition of the property, including, without limitation, the water, soil and geology; (ii) the income to be derived from the property; (iii) the suitability of the property for any and all activities and uses which buyer may conduct therefrom; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (v) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the property; (vii) the manner, quality, state of repair of the property; (viii) the existence of any view from the property or that any existing view will not be obstructed in the future; or (ix) any other matter with respect to the property, and specifically, without limitation, that seller has not made, does not make, and specifically disclaims any representation regarding compliance with the Americans with Disabilities Act or with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, including solid waste (as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261), or the disposal or existence, in or on the property, of any hazardous substance (as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and regulations promulgated there under).(b) Buyer further acknowledges and agrees that having been given the opportunity to inspect the property, buyer is relying solely on buyer’s own investigation of the property and not on any information provided or to be provided by seller or broker or auctioneer. Buyer further acknowledges and agrees that any information provided by or on behalf of seller with respect to the property including, without limitation, all information contained in any property information package previously made available to buyer by seller and broker was obtained from a variety of sources and that seller and broker and auctioneer have not made any independent investigations or verification of such information and make no representation as to the accuracy or completeness of such information. Bidder acknowledges that seller and auctioneer and their employees, agents, affiliates, and associates reserve the right to place bids on properties up to the sellers’ reserve price, if desired, at their sole discretion. Purchaser understands that sellers shall not tender bids above its reserve price.(c) Seller and auctioneer and their employees, agents, contractors, officers and directors shall not be liable or bound in any manner by any oral or written statements, representations or information pertaining to the property, or the operation thereof, that is furnished by any real estate broker, agent, employee or other person. Buyer acknowledges that seller or an affiliated entity of seller may have acquired the subject property by foreclosure or by deed in lieu of foreclosure and, accordingly, has little or no familiarity therewith. Buyer further acknowledges that seller has not built the property, seller makes no representations or warranties with respect to the physical condition or any other aspect of the property, including without limitation the structural integrity of any improvements on the property, the conformity of the improvements to any plans or specifications for the property that may be provided to buyer, the conformity of the property to applicable zoning or building code requirements, the existence of soil instability, past soil repairs, susceptibility to landslides, sufficiency of under-shoring, sufficiency of drainage, or any other matter affecting the stability or integrity of the land or any buildings or improvements situated thereon.(d) Buyer and anyone claiming by, through or under buyer hereby fully and irrevocably release seller and broker and auctioneer and their respective employees, officers, directors, representatives and agents from any and all claims that buyer may now have or hereafter acquire against seller and broker, their employees, officers, directors, representatives and agents for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any construction defects, errors, omissions or other conditions, including environmental matters, affecting the property, or any portion thereof. This release includes claims of which buyer is presently unaware or which buyer does not presently suspect to exist in his favor which, if known by buyer, would materially affect buyer’s release of seller and broker and auctioneer. It is understood and agreed that the purchase price has been adjusted by prior negotiation to reflect that the property is sold by the seller and purchased by buyer subject to the foregoing.(e) BUYER ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIM OR ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH, TO PERSONS OR DAMAGES TO OR DESTRUCTION OR LOSS OF PROPERTY, SUSTAINED OR ALLEGED TO HAVE BEEN SUSTAINED BY BUYER, ITS AGENTS, PRINCIPALS AND/OR EMPLOYEES, IN CONNECTION WITH OR TO HAVE ARISEN OUT OF OR INCIDENTAL TO THE AUCTION, INCLUDING BUT NOT LIMITED TO THE PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON ALLEGED NEGLIGENCE OR NEGLIGENT MISREPRESENTATIONS OF SELLER, AUCTIONEER, OR THE EMPLOYEES, AGENTS, INVITEES, OR LICENSEES THEREOF. BUYER FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER, AUCTIONEER AND THEIR REPRESENTATIVES, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF IN RESPECT OF ANY SUCH MATTERS AND AGREES TO DEFEND ANY CLAIM OR SUIT OR ACTION BROUGHT AGAINST SELLER, AUCTIONEER, AND EMPLOYEES, AGENTS, INVITEES, AND LICENSEES THEREOF.