BID DEADLINE. Bids are required to be submitted on the form Letter of Intent provided ("LOI") and delivered to your NRC Sales Manager not later than August 25, 2026, at 3:00 p.m. Central Time (the "Bid Deadline").
EVALUATION AND AWARD OF BIDS. NRC will present all bids received by the Bid Deadline to Seller for consideration. Seller may accept or reject bids, in its sole and absolute discretion. Seller and NRC reserve the right to request and review additional financial information relating to a bidder and/or other information confirming a bidder’s ability to close a sale. Seller shall attempt to accept or reject all bids within seven (7) business days of the Bid Deadline. Seller intends to promptly accept which has an acceptable price and terms. Once awarded, the Seller will provide the successful bidder with a purchase and sale agreement (the "PSA") for review and execution.
BEST AND FINAL BIDS. Seller reserves the right to solicit a best and final offer ("BAFO") for the Property. NRC shall notify bidders of Seller’s intent to solicit a BAFO. In that case, bidders will be given an opportunity to raise, but not lower or withdraw, their bid. If a bidder elects not to submit a BAFO, such bidder’s original bid amount remains in effect. If accepted by Seller, a BAFO will amend the purchase price of the related LOI.
EARNEST MONEY DEPOSIT. The successful bidder will be required to tender and initial earnest money deposit of 2.5% of the purchase price upon the execution of the PSA (the "Earnest Money Deposit"). The Earnest Money Deposit shall be fully refundable until the expiration of the due diligence period. Upon the expiration of the due diligence period, the successful bidder will be required to tender an additional earnest money deposit of 2.5% of the purchase price, at which time the entire 5% earnest money deposit shall become nonrefundable. The deposit will be held by NRC in a segregated non-interest-bearing escrow account.
TITLE COMPANY. Seller shall have the right to designate the title company to be utilized for purposes of issuing the policy of title insurance and serving as escrow agent for the closing of the sale. A preliminary title insurance commitment will be made available in the due diligence information provided. In the event that purchaser requests to use a different title company and Seller consents, Purchaser shall be required to pay to Seller an additional $5,000 at closing.
CONFIDENTIALITY AGREEMENT. All prospective bidders shall be and will remain subject to and bound by the confidentiality agreements previously entered into between them and Seller.
DUE DILIGENCE. Bidders are solely responsible for conducting their own due diligence with respect to the Property prior to bid submission.
PROPERTY SPECIFIC PACKAGES. A Property Specific Package ("PSP") for the Property is available for download at www.nrc.com/2616. Each PSP contains, as available, property-specific physical, legal, environmental and financial due diligence information. A PSP may include, as applicable, additional financials, tax bills, existing surveys, a title commitment, UST information, Phase Is, leases copies and a rent roll.
PROPERTY INSPECTIONS. The convenience store with gas may be inspected during normal business hours from 8:30 a.m. to 5:00 p.m. local time, Monday through Saturday. UNDER NO CIRCUMSTANCES MAY BIDDERS ASK QUESTIONS OF STORE MANAGERS OR STORE EMPLOYEES. BIDDERS VIOLATING THIS REQUIREMENT MAY BE DISQUALIFIED FROM BIDDING. The store managers and employees have been instructed to refer any questions from a bidder directly to NRC. All pre-bid inspections are limited to non-invasive investigations.
SELLER’S RESERVATION OF RIGHTS. Seller expressly reserves the right, in its sole discretion, at any time and without giving reasons therefor, to decline any bid, postpone, extend, or cancel the Bid Deadline, or withdraw the Property from the sealed bid sale at any time without notice. Seller further reserves the right, in its sole discretion, without notifying any bidder, giving any bidder similar opportunity, or re-offering a Property, to negotiate the terms of a bid, to overlook minor inconsistencies or nonconformance in a bid, to extend any deadlines or to accept any bid for any reason, whether or not such bid is the highest purchase price. Seller also reserves the right to terminate, at any time, further participation in the process by any party or all parties, to modify any of the rules or procedures set forth herein or any other procedures without prior notice or assigning any reason therefor, to reject any or all proposals, or to terminate the process contemplated hereby. Seller reserves the right to take any action, whether in or out of the ordinary course of business, which Seller, in its sole discretion, deems necessary or prudent in the conduct of its business. Seller may require verification of funds available to close on offers before accepting any bid.
CLOSING COSTS. Purchaser will pay for the cost of all title insurance policies issued at closing. Purchaser and Seller shall equally share the costs of any transfer taxes and escrow fees. Purchaser will order and pay the cost of a current ALTA as-built survey and current Phase I environmental site assessment, as needed.
TRANSFER OF TITLE. The Property will be conveyed by special or limited warranty deed with marketable title. Seller will provide title free and clear of monetary liens, except non-delinquent real estate taxes, and subject to standard permitted exceptions outlined in the title commitment. Real estate taxes will be current to the date of closing. The Property will be conveyed "AS IS, WHERE IS, WITH ALL FAULTS," regarding any conditions affecting the Property, with no representations or warranties.
LICENSES, PERMITS AND AUTHORIZATION. It is the Purchaser’s sole responsibility to obtain, at its expense, any licenses, permits and authorizations (collectively, "Licenses") required to acquire, manage, develop, and/or operate a Property. Purchaser’s procurement of these items is not a condition to Closing.
ESTIMATED INVENTORY VALUE. Purchaser will purchase non-petroleum and petroleum inventory, as applicable, less any Seller proprietary items or dealer inventory (the "Inventory") located at the Property from Seller at closing. The Purchase Price for the Property does not include the Inventory items, and Inventory shall be paid for separately by Purchaser. Not less than seven (7) days prior to the closing date for all sites where Inventory is being transferred, NRC shall deliver by facsimile or e-mail to Purchaser an estimated value of the Inventory (the "Estimated Inventory Value"). Purchaser 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 PSA and may result in the forfeiture of the Earnest Money Deposit, in Seller’s complete and sole discretion.
ACTUAL INVENTORY VALUE. A physical count of the Inventory on hand at the Property (the "Inventory Review") shall be conducted by a third-party servicer designated by Seller at closing. Purchaser is required to purchase at closing the entire Inventory unless otherwise agreed by Seller. The cost of the Inventory Review shall be divided equally between the parties. On the day after closing, the third-party servicer will perform the Inventory Review and then calculate the purchase price of the Inventory as set forth in the PSA. Any difference between the Estimated Inventory Value and the final value of Inventory, as determined by the Inventory Review (the "Final Inventory Purchase Price") may result in additional amounts due from Seller or Purchaser, as the case may be. The appropriate party must remit such additional amounts within two business days following final determination. See the PSA for specific details. Inventory shall not include any out-of-code or damaged merchandise and Seller shall remove all out-of-code or damaged merchandise prior to conclusion of the physical inventory at the Property.
DUAL AGENCY ACKNOWLEDGMENT, CONSENT AND WAIVER. NRC is acting as the marketing and sealed bid sale coordinator for Seller in connection with any offering or sale of the Property pursuant to these Terms and Conditions and in no event is NRC representing Purchaser as its agent in connection with any transaction contemplated or consummated in connection herewith. Notwithstanding the immediately preceding sentence, if it is determined that NRC is acting as an agent for Purchaser hereunder, Purchaser and all parties claiming by, through or under Purchaser shall hereby affirm and acknowledge that NRC is not acting in any manner which shall result in a dual agency, and Purchaser hereby consents to all such actions of NRC and disclaims, waives and forever releases NRC from any and all obligations that might be imposed on an agent in connection with any transaction hereunder and Purchaser hereby consents to same. Purchaser further disclaims, waives, forever releases indemnifies and holds Seller harmless from any liability, loss, cost or obligation arising from any acts or omissions of NRC.
ENVIRONMENTAL MATTERS. Responsibility for environmental liabilities and indemnification for environmental matters for each Property is allocated as of closing as provided in the PSA for the Property.
DISCLAIMER. Seller and NRC and their respective members, directors, officers, employees, agents, parents, subsidiaries and affiliates (collectively, "Representatives") disclose that they may not have complete knowledge of the physical, environmental or economic characteristics of the Property. Accordingly (except as otherwise specifically stated in a PSA), Seller and NRC and their Representatives disclaim any warranty, guaranty or representation, express or implied, concerning (a) the condition or state of repair of the Property, including, without 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 Property, and its impact on water, soil and geology; (b) the suitability of the Property and their water, soil and geology for any activities and use that the purchaser may elect to conduct; (c) the extent of any right of way, lease, possession, lien, encumbrance, easement, license, reservation, or condition in connection with the Property; (d) the compliance of the Property or their 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; (e) title to or the boundaries of the Property; and (f) the physical condition of the Property, including, without limitation, the structural, mechanical and engineering characteristics of the improvements to the Property.
Except as stated above and as set forth in the related PSA, the sale of the Property is on an "AS IS, WHERE IS, WITH ALL FAULTS," basis. Neither Seller, NRC, nor any of their Representatives make any warranty or representation, express or implied, or arising by operation of law, including, without limitation, any warranty of condition, habitability, or merchantability or fitness for a particular purpose, with respect to the Property. Bidders will buy the Property based solely on their own investigations. By accepting title to any Property, a bidder acknowledges that it has conducted any investigation that it has considered necessary or advisable and that it is not relying upon any representations of Seller, NRC or any of their Representatives. The materials and information concerning the Property contained on the sale website, the PSP, and any other information provided by Seller or NRC or their Representatives, is based in part upon information and materials obtained from sources considered reliable, without independent verification. Bidders must not base their bids upon that information or environmental studies, repair estimates, other studies, or pro-forma and financial information that Seller or NRC provides, but must rely solely on their own estimates and studies. No warranty or representation, express or implied, is made by Seller, NRC, or any of their Representatives, as to the accuracy or completeness of the information provided to bidders.