Terms and Conditions

OFFERING
Various individual sellers (collectively referred to herein as "Seller") are offering to sell their fee or leasehold interest in gasoline stations with convenience stores nationwide.

TERMS AND CONDITIONS OF SALE
Sale of the fee and leasehold assets listed within NRC Mart (collectively the "Property") are subject to the terms and conditions outlined herein (the "Terms and Conditions of Sale"), and the Purchase and Sale Agreement for each Property. In the event of a conflict between the Terms and Conditions of Sale and the Agreement, the provisions of the applicable Agreement will control.

CONFIDENTIALITY
All information contained in this website is confidential and is to be kept confidential by each person and entity reviewing same. By logging on to the website, you acknowledge your agreement to be bound by confidentiality provisions of this paragraph. In addition, by downloading site-specific information from this website you shall be deemed to consent to the provisions of this paragraph. You may disclose information obtained from this website only on a "need to know" basis, to the following persons and entities provided that such persons first agree to keep the information confidential: (a) the employees, officers, and directors of such party or of such party’s affiliates, (b) third parties being utilized to perform investigation or analyze information, so as to advise bidders with respect to bidding upon the Properties; or (c) third parties providing bidders with financing for purchase of the Properties. The foregoing provisions of this paragraph requiring confidentiality shall terminate as to a party only if and when such party consummates the closing of such Properties.

SITE INSPECTIONS
Public areas of the Properties may be inspected during normal business hours from 8:00 am to 5:00 pm local time. UNDER NO CIRCUMSTANCES MAY PROSPECTIVE BIDDERS ASK QUESTIONS OF STORE MANAGERS OR STORE EMPLOYEES. BIDDERS VIOLATING THIS REQUIREMENT MAY BE DISQUALIFIED FROM BIDDING.

BIDDER'S PERFORMANCE OF DUE DILIGENCE
Bidders must perform their own independent due diligence before bidding.

PROPERTY-SPECIFIC DUE DILIGENCE INFORMATION
Physical, environmental, applicable lease or franchise/supply agreements, and certain financial information about each Property are contained in the Downloads section of each property specific web page.

SITES WITH BP AM/PM FRANCHISES

CERTAIN SITES ARE BEING SOLD WITH EXISTING FRANCHISE AGREEMENTS THAT THE SELLER WILL ASSIGN AND THE PURCHASER AGREES TO ASSUME AT CLOSING. PURCHASERS SHALL BE PROVIDED WITH A COPY OF THE FRANCHISE AGREEMENT FOR THE SPECIFIC SITE AS PART OF THE DUE DILIGENCE INFORMATION. PURCHASERS ARE REQUIRED TO COMPLY WITH THE TERMS AND CONDITIONS OF THE FRANCHISE AGREEMENT SPECIFIC TO THE PROPERTY INCLUDING FRANCHISE TRAINING, RIGHTS OF FIRST REFUSAL, NET WORTH AND OTHER STATED REQUIREMENTS. THE PURCHASER WILL PAY A SHARE OF THE FRANCHISE FEE PRORATED FOR THE REMAINING TERM OF THE FRANCHISE AGREEMENT AT CLOSING IN ADDITION TO THE PURCHASE PRICE OF THE PROEPRTY.

OFFER FORMAT
Offers must be made on the Agreement provided by NRC, or through the Bid Now feature located on the page displaying information on the Property. No other method of bidding is acceptable. Payment of applicable franchise fees and purchase of gasoline and merchandise inventory at closing are in addition to the purchase price. Bidders acknowledge that, prior to submitting the offer, they have reviewed all of the Due Diligence Information made available on the site specific web page for the Property.

BID DEPOSIT
An initial bid deposit of 2.5% of the bid price (the "Bid Deposit") must be included with each bid. Bid Deposits must be in the form of a certified or cashier’s check or money order made payable to NRC Realty & Capital Advisors, LLC. Bids that are received without a Bid Deposit may not be considered. Successful bidders will be required to increase the amount of the Bid Deposit to 10% of the purchase price by certified or cashier’s check or money order within two business days of written notification from NRC of Seller‘s acceptance of their bid. NRC will return bid deposits for unsuccessful bids by certified mail.

ADDITIONAL EARNEST MONEY REQUIREMENTS AND ESCROW DEPOSIT
Within two business days after NRC’s notification of Seller’s acceptance of the bid, the successful bidder must deposit sufficient additional funds (the "Additional Escrow Deposit") that, when added to the Bid Deposit, must equal 10% of the successful bid price. The Additional Escrow Deposit must be payable to NRC Realty & Capital Advisors, LLC and paid by certified or cashiers check, money order properly drawn on a U.S. banking institution or wire transfer of immediately available funds. The Bid Deposit and the Additional Escrow Deposit shall collectively be referred to herein as the "Earnest Money Deposit". NRC shall deliver all Earnest Money Deposits to the Escrow Holders identified in the Agreement. NRC reserves the right to allocate any excess Bid Deposits toward the Additional Escrow Deposit requirement.

BID NOW OPTION
Bidder’s may also choose to use the Bid Now feature of the NRC Mart website which allows the bidder to make an electronic offer for immediate review by Seller. Seller may take as long as 15 days to respond to a bidder’s electronic offer but will make every effort to expedite the process. If Seller agrees to accept the Bid Price in the electronic offer, NRC will contact the bidder and provide bidder with a Agreement to sign and return to NRC within 5 business days after bidder receives the Agreement. Bidder must include a cashier's check for 2.5% of the Purchase Price with the completed Agreement. The accepted electronic bid will not remove the property from marketing materials or the website until the fully completed Agreement and Bid Deposit are received. Bidders utilizing the Bid Now feature acknowledge that, prior to submitting the electronic offer, they have reviewed all of the Due Diligence Information made available on the site specific web page for the Property. All Reservations and Disclaimers listed in these Terms and Conditions of Sale also apply to bids using the Bid Now feature.

SELLER’S RESERVATION OF RIGHTS
Seller reserves the right, in its sole discretion, to decline any bid, postpone, extend, or cancel the bidding, and withdraw any Property from the sale at any time without notice. Seller further reserves the right, in its sole discretion, without notifying any other bidder, giving any other bidder similar opportunity, or re-offering the subject Property, to negotiate with any bidder the terms of its bid; to overlook minor inconsistencies or nonconformance in any bid; and to accept the bid that Seller considers in its best interest, whether or not it is the highest purchase price. Seller may require verification of funds available to close on offers before accepting any bid. The Terms and Conditions of Sale are subject to any modifications required by the laws of the state in which the Property is located.

NON-CONFORMING OR REJECTED BIDS
Seller reserves the right to reject any bid that it considers nonconforming. No alteration to the Agreement is allowed. Any change may cause Seller to consider a bid non-conforming. In that case, Seller may not evaluate the bid. NRC will return bid deposits from nonconforming or rejected bids by certified mail.

CLOSING DATES AND TRANSFER OF POSSESSION
Successful bidders will be required to close escrow no later than 60 days after the Effective Date of the Agreement. Seller will set the date and time of closing in its sole discretion. Certain closings may be conditioned on the Buyer completing franchisee school and meeting other franchise policy and procedural requirements. For sites requiring the Buyer to enter into a franchise agreement, successful bidders will be required to close escrow no later than 120 days after the Effective Date of the Agreement. Possession of the Properties will be transferred upon the escrow closing.

FEE/LEASED PROPERTIES
Fee Properties will be conveyed by deed, and leasehold assignees shall assume and be assigned the lease for leased Properties for the lease term and lease option periods specified in the Agreement.

TRANSFER OF TITLE
All Properties will be conveyed with marketable title. Seller will provide title free and clear of monetary liens, except non-delinquent real estate taxes and subject to permitted exceptions, as outlined in the Agreement. The Buyer pays for title insurance coverage. Real estate taxes will be current to the date of closing. All Properties will be conveyed "AS IS, WHERE IS, WITH ALL FAULTS," regarding any conditions affecting the Properties, with no representations or warranties, except for those pertaining to reported releases of hydrocarbons as stated in the Agreement.

MORTGAGE CONTINGENCY
Successful Bidders will have 30 days to secure financing that it considers acceptable. SBA financing is not acceptable. If Buyer is unable to secure financing, it must provide NRC with written notice of its inability to do so, as specified in the Agreement. If NRC does not receive notice, as specified in the Agreement, the Successful Bidder will be considered to have obtained it's financing or decided to purchase the Property for cash and all Earnest Money Deposits will be non-refundable.

ESTIMATED INVENTORY VALUE
Not less than seven (7) days prior to the anticipated Closing Date, Seller or NRC shall deliver by facsimile to Buyer an estimated value of the Inventory (the "Estimated Inventory Value"). Buyer shall deposit with NRC one hundred ten percent (110%) of the Estimated Inventory Value at least five (5) days prior to the Closing Date by wire transfer of immediately available funds (the "Inventory Deposit"). Failure to make the Inventory Deposit as set forth herein shall be considered a default under the Agreement and may result in the forfeiture of the Earnest Money Deposit, in Seller’s complete and sole discretion.

ACTUAL INVENTORY VALUE
A physical inventory and audit of all the Inventory on hand at the Property (the "Audit") shall be conducted on the Closing Date or substantially contemporaneous therewith, by an auditor designated by Seller. Buyer is required to purchase the entire Inventory. The cost of the Audit shall be divided equally between the parties and shall be paid at the Closing. Any difference between the Estimated Inventory Value and the actual value of Inventory, as determined by the Audit (the "Actual Inventory Value") may result in additional amounts due from Seller or Buyer. The appropriate party must remit such additional amounts to NRC within five (5) days following the Closing Date.

ENVIRONMENTAL MATTERS
All Properties are conveyed "AS IS, WHERE IS, WITH ALL FAULTS," regarding environmental conditions affecting the Properties, with no representations or warranties. Seller will provide an environmental assessment report of the location prior to closing. Seller shall, at its own cost and expense, be responsible for the remediation of known Seller contamination in compliance with applicable state requirements. For certain locations, a prior owner and/or operator may be responsible for the remediation of known contamination, which existed prior to Seller’s ownership of the property. The buyer/leasehold assignee shall be responsible for any and all environmental contamination identified after the closing. Environmental matters are addressed in the Agreement. Bidders should review these provisions carefully. Buyer or any of their affiliates or representatives will not be permitted to perform any soil or ground water tests prior to execution of the Agreement by the successful bidder and Seller.

LICENSES, PERMITS AND AUTHORIZATION
The successful bidder must obtain, at its expense, any licenses, permits and authorizations (collectively, "Licenses") required to acquire, manage, develop, and operate the Property.

BEER & WINE/LIQUOR LICENSES
With respect to locations where Seller or its affiliate has a beer & wine/liquor license, it will be the responsibility of the successful bidder to apply to the appropriate authorities for a license in its own name. Obtaining the Licenses is not a condition to the successful bidder's obligation to close

BUYERS PREMIUM
The Buyer may pay a Premium, in addition to the purchase price of the Property, at closing. Please refer to the applicable Agreement for specific details.

BROKER COOPERATION
If a Buyer utilizes a Real Estate Broker other than NRC for this transaction, that Buyer is solely responsible for the payment of any commission due to that Broker.

AMENDMENTS
Seller reserves the absolute right, in its sole discretion, to amend the Terms and Conditions of Sale, the Agreement, and any other sale documents or closing documents. Any amendments will be made in writing and sent via fax or overnight mail to bidders and successful bidders.

DISCLAIMER
Although information has been obtained from sources deemed reliable, NRC, Seller and any of their representatives, brokers or agents make no guarantees as to the accuracy of the information obtained herein, and offer the Property without expressed or implied warranty of any kind. Properties may be withdrawn at any time without notice.

Seller and NRC, and their respective members, directors, officers, employees, agents, subsidiaries and affiliates (collectively "Representatives"), disclose that they may not have complete knowledge of the physical or economic characteristics of the Properties being sold. Accordingly, except as otherwise specifically stated in the Agreement, Seller, NRC and their Representatives, hereby disclaim any warranty, guaranty or representation, express or implied, oral or written, past, present, or future, of, as to, or concerning (a) the condition or state of repair of the Properties, including, but not by way of limitation, any condition arising in connection with the generation, use, transportation, storage, release, or disposal of petroleum products, toxic or hazardous substances, on and under, above, upon, or in the vicinity of the Properties, and its impact on water, soil and geology, and the suitability thereof and of the Properties for any and all activities and use which the successful bidder may elect to conduct thereon; (b) the extent of any right-of-way, lease, possession, lien, encumbrance, easements, license, reservation, or condition with respect to the Properties; (c) the compliance of the Properties or its operation with any applicable laws, ordinances, or regulations of any government or other body, including without limitation, compliance with any land use, Americans with Disabilities Act, wetland, or zoning law or regulation, or applicable environmental or coastal laws, rules, ordinances and regulations; (d) title to or the boundaries of the Properties; and (e) the physical condition of the Properties, including, without limitation, the structural, mechanical and engineering characteristics of the improvements to the Properties.

Except as stated above and as set forth in the Agreement, the sale of the Properties shall be on an "AS IS, WHERE IS, WITH ALL FAULTS," basis, and successful bidder expressly agrees that Seller, NRC, and their Representatives, make no warranty or representation, express or implied, or arising by operation of law, without imitation, including, but not limited to, any warranty of condition, habitability, merchantability or fitness for a particular purpose, with respect to the Properties. Successful bidders are buying the Properties based on their own investigations, and, by accepting title or transfer of interest to all or part of the Property, acknowledges that it has conducted such investigations as it has deemed necessary or advisable and that successful bidder is not relying upon any representations of Seller, NRC or either of their Representatives whatsoever. The materials and information concerning the Properties contained herein, together with postcards, email and fax advertisements, Seller and NRC's websites, and any and all other information provided by Seller, NRC, and their Representatives is based in part upon information and materials obtained from sources deemed reliable without independent verification. Bidders must not base their bids upon information disseminated in the postcard, email and fax advertisements, or NRC's and Seller’s website, including, without limitation, environmental studies, repair estimates, or other studies, pro-forma and financial information that may be provided by Seller, NRC, or either of their Representatives but shall rely solely on their own inspection, estimates and studies. No warranty or representation, express or implied, is made by Seller, NRC or their Representatives as to the accuracy or completeness of any or all such information.