Letter of Intent Sample for Gasoline Station

LETTER OF INTENT: ACQUISITION OF GASOLINE STATION ASSETS

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction/Scope: [State/Province/Country]
• Status: Non-Binding (except as specified in Sections 6 & 7)

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LEGAL DISCLAIMER

This document is a formal expression of interest and does not constitute a binding obligation to complete the transaction, except for the provisions regarding Confidentiality, Exclusivity, and Governing Law. A binding commitment is contingent upon the execution of a definitive Purchase and Sale Agreement ("PSA").

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1. PARTIES

Buyer: [Full Legal Name of Buyer], a [Entity Type, e.g., LLC], located at [Full Address]. Seller: [Full Legal Name of Seller], a [Entity Type, e.g., LLC], located at [Full Address].

2. TRANSACTION ASSETS

The Buyer proposes to acquire the following from the Seller (the "Assets"):

• Real Property: [Address/Legal Description of Property].
• Improvements: All structures, fuel storage tanks (UST/AST), dispensers, signage, and convenience store fixtures.
• Inventory: All motor fuels, lubricants, and convenience store merchandise (to be valued at cost on Closing Date).
• Permits: All operating licenses, environmental permits, and franchise/branding agreements associated with the site.

3. PURCHASE PRICE AND TERMS

• Total Consideration: [Amount in USD] (the "Purchase Price").
• Earnest Money Deposit: [Amount] to be deposited into Escrow within [Number] business days of execution.
• Payment Method: [e.g., Cash at Closing, Seller Financing terms, or Institutional Loan].

4. DUE DILIGENCE PERIOD

Buyer shall have [Number] days (the "Diligence Period") following the receipt of all requested financial, environmental, and title documents to inspect:

1. Environmental: Phase I (and if required, Phase II) Environmental Site Assessment.
2. Financial: Tax returns and profit/loss statements for the previous [Number] years.
3. Physical: Compliance audit of underground storage tanks (USTs) and compliance with EPA/State regulations.

5. OPERATIVE COVENANTS

• Exclusivity: Seller agrees not to solicit or negotiate with other parties regarding the Assets for a period of [Number] days.
• Conduct of Business: Seller shall maintain the station in its current operating condition and ensure no material degradation of fuel inventory or equipment.

6. CONFIDENTIALITY

The parties agree to hold all non-public information disclosed during this process in strict confidence and shall not disclose the existence of this LOI or the terms herein to third parties without prior written consent, except as required by law.

7. GOVERNING LAW

This LOI shall be governed by the laws of [Jurisdiction]. Any disputes arising from the binding portions of this document shall be settled in the courts of [County/District].

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SIGNATURES & ACKNOWLEDGMENT

FOR BUYER:

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Signature: [Name] Title: [Title] | Date: [Date]

FOR SELLER:

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Signature: [Name] Title: [Title] | Date: [Date]

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EXECUTION & ENFORCEMENT GUIDE

1. Verification of Authority: Before signing, ensure the signatory for the Seller is the authorized Managing Member or Officer with the power to sell real property assets; verify this via the entity’s Articles of Organization or Corporate Resolution.
2. Environmental Pre-Conditioning: Do not move to the PSA until the Phase I Environmental Site Assessment is completed. In the gasoline industry, environmental liability is the primary risk factor; ensure the PSA contains an "Indemnity for Pre-Existing Conditions" clause.
3. Title and Lien Clearing: Ensure the Escrow agent conducts a UCC-1 financing statement search to identify any existing liens on fuel dispensers or POS systems that may be leased rather than owned.
4. Permit Transferability: Confirm with the relevant State Environmental/Energy agency that the existing UST permits are transferable to the new owner, as some jurisdictions require a new permitting process upon change of control.