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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background/Recitals: Context of the transaction and brief description of the gas station property
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details of purchase price, deposit, and payment structure
5. Property Description: Detailed description of real estate, equipment, and inventory being sold
6. Environmental Provisions: Environmental compliance requirements and liability allocation
7. Due Diligence: Inspection rights and environmental assessment requirements
8. Representations and Warranties: Statements of fact by both parties regarding the business and property
9. Closing Conditions: Requirements that must be met before closing
10. Closing Procedures: Process and requirements for completing the transaction
1. Franchise Provisions: Terms related to brand/supplier agreements when the station operates under a major brand franchise
2. Employee Matters: Treatment of existing employees post-sale, applicable when there are existing employees to be considered
3. Inventory Transfer: Terms for transfer of fuel and convenience store inventory when inventory is included in the sale
4. Training and Transition: Requirements for operational training and business transition when buyer requires operational training
1. Property Description Schedule: Detailed legal description of real estate and improvements
2. Equipment Schedule: Inventory of all equipment included in the sale
3. Environmental Reports: Phase I/II environmental assessments and compliance documentation
4. Permits and Licenses: List of all operational permits and licenses
5. Financial Statements: Historical financial information for the business
6. Underground Storage Tank Documentation: Specifications, maintenance records, and compliance documentation
7. Title Documents: Property title information and any encumbrances
Applicable Laws
Assets
Business
Business Day
Closing
Closing Date
Deposit
Due Diligence Period
Effective Date
Environmental Laws
Environmental Permits
Equipment
Escrow Agent
Excluded Assets
Fixtures
Franchise Agreement
Fuel Equipment
Governmental Authority
Hazardous Materials
Improvements
Inventory
Land
Licenses
Material Adverse Effect
Permits
Permitted Encumbrances
Personal Property
Purchase Price
Property
Real Property
Seller's Knowledge
Storage Tanks
Supply Agreement
Title Company
Transaction Documents
Underground Storage Tanks
UST System
Vendor Contracts
Property Transfer
Purchase Price
Payment Terms
Due Diligence
Environmental Compliance
Regulatory Compliance
Representations and Warranties
Covenants
Conditions Precedent
Closing Conditions
Title and Conveyance
Environmental Indemnification
General Indemnification
Underground Storage Tank Compliance
Inventory Transfer
Equipment Transfer
License and Permit Transfer
Employee Matters
Franchise Requirements
Supply Agreements
Transition Services
Environmental Assessment
Insurance
Confidentiality
Non-Competition
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Survival
Entire Agreement
Amendment and Waiver
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