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Asset Purchase Agreement

Draft Asset Purchase Agreements in Minutes, Not Days

15 minutes with Para

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Get started with Para

Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

15 minutes with Para

What you'll need

  • Term Sheet or Letter of Intent
  • Business Information

Plans from $20 a month, with usage included.

Workflow

Overview

Drafting asset purchase agreements manually is time-intensive and error-prone. Attorneys spend 6-8 hours coordinating multiple schedules, ensuring consistent asset descriptions across sections, properly allocating liabilities, and customizing representations and warranties. The complexity of tracking purchased versus excluded assets, assumed versus excluded liabilities, and indemnification provisions creates significant risk of inconsistencies.

Asset purchase agreements require meticulous drafting to precisely identify transferred assets, allocate liabilities, and protect both parties through comprehensive representations and indemnification provisions. Manual drafting typically takes 12-15 hours and requires careful attention to tax allocation, consent requirements, and successor liability issues. Missing critical provisions or inconsistent asset descriptions can expose clients to significant post-closing disputes and unintended liabilities.

CaseMark automates the entire asset purchase agreement drafting process by analyzing your deal documents and generating a comprehensive, customized agreement in minutes. The AI extracts transaction details, identifies assets and liabilities, drafts tailored representations and warranties, and creates all necessary schedules and exhibits. You receive a complete, attorney-ready document that covers all essential M&A provisions while maintaining consistency with your specific deal terms.

How to hand this to Para

  1. 1. Send Para the files

    Email them, drop them in a Teams or Slack message, or upload them.

  2. 2. Para runs the Asset Purchase Agreement skill

    It works from your files and checks its citations against the record.

  3. 3. The finished document comes back

    Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack
Para, run the Asset Purchase Agreement skill for the Garcia matter. I've attached the Term Sheet or Letter of Intent and Business Information. Send the finished draft back here as a DOCX.

What you get

  • Header and Parties

  • Purchase and Sale of Assets

  • Excluded Assets

  • Assumed Liabilities

  • Excluded Liabilities

  • Purchase Price and Allocation

  • Payment Terms

  • Closing Date and Conditions

  • Seller Deliveries at Closing

  • Buyer Deliveries at Closing

  • Seller Representations and Warranties

  • Buyer Representations and Warranties

  • Pre-Closing Covenants

  • Non-Competition and Non-Solicitation

  • Bulk Sales Laws Compliance

  • Indemnification by Seller

  • Indemnification by Buyer

  • Survival and Limitations

  • Governing Law and Miscellaneous Provisions

Required documents

  • Term Sheet or Letter of Intent

    Document outlining the basic terms of the transaction including purchase price, assets to be acquired, and key deal points

    PDF, DOCX, TXT

  • Business Information

    Information about the seller's business, including legal entity details, business description, and operational overview

    PDF, DOCX, XLSX

Supporting documents

  • Due Diligence Materials

    Financial statements, asset lists, contract schedules, intellectual property registrations, and other due diligence documents

    PDF, DOCX, XLSX

  • Asset Schedules

    Detailed lists of tangible assets, intellectual property, contracts, and other assets to be transferred

    PDF, DOCX, XLSX

  • Liability Information

    Information about liabilities to be assumed or excluded, including debt schedules and contingent liabilities

    PDF, DOCX, XLSX

  • Previous Agreements

    Prior asset purchase agreements or similar transaction documents for reference

    PDF, DOCX

  • Correspondence

    Email exchanges or letters between parties regarding transaction terms and negotiations

    PDF, DOCX, MSG, EML

Why teams use it

Generate complete asset purchase agreements in 12 minutes vs. 6+ hours manually

Ensure consistency across asset schedules, liability allocations, and cross-references throughout the document

Automatically structure purchase price allocations compliant with IRC Section 1060

Customize representations, warranties, and indemnification provisions based on transaction specifics

Reduce drafting errors and omissions with AI-powered completeness checks for all critical M&A provisions

Questions

What information do I need to provide to generate an asset purchase agreement?

At minimum, you need a term sheet or letter of intent outlining the basic deal terms, and information about the parties and business being sold. Optional documents like due diligence materials, asset lists, and contract schedules help CaseMark create more detailed and accurate schedules. The AI will extract key details like purchase price, asset categories, and liability allocation from your uploaded documents to customize the agreement.

How does the AI handle the allocation of assets and liabilities?

CaseMark analyzes your deal documents to identify which assets are being purchased and which liabilities are being assumed versus excluded. The AI drafts comprehensive definitions of Purchased Assets organized by category (tangible property, IP, contracts, etc.) and clearly delineates Assumed Liabilities from Excluded Liabilities. It also generates the required Section 1060 purchase price allocation for tax purposes based on the asset categories and values you provide.

Can I customize the representations and warranties for my specific transaction?

Yes, the generated agreement includes comprehensive representations and warranties that CaseMark tailors based on your business type and uploaded due diligence materials. The AI identifies relevant issues from your documents and adjusts the representations accordingly. You can further customize any provision, add industry-specific representations, or modify survival periods and indemnification caps to match your negotiated deal terms.

Does the agreement include all necessary exhibits and schedules?

Yes, CaseMark generates complete exhibits including forms of Bill of Sale, Assignment and Assumption Agreement, and intellectual property assignments in recordable form. The AI also creates disclosure schedules for representations and warranties, asset schedules, and liability schedules based on information extracted from your uploaded documents. All exhibits and schedules are properly cross-referenced throughout the agreement for internal consistency.

How does this compare to using a standard template?

Unlike static templates, CaseMark analyzes your specific transaction documents to generate a customized agreement that reflects your actual deal terms, assets, and business circumstances. The AI automatically populates schedules with your specific contracts, IP, and assets rather than leaving blank placeholders. It also adjusts provisions like indemnification baskets, survival periods, and closing conditions based on market standards and your deal size, saving hours of manual customization work.

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