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Asset Purchase Loi

Draft Asset Purchase LOIs in Minutes, Not Hours

12 minutes with CaseMark

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2. Upload the files you want analyzed.

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Workflow

Asset Purchase Loi

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Workflow

Asset Purchase Loi

Overview

CaseMark's Asset Purchase LOI skill uses AI to draft comprehensive letters of intent for asset acquisitions, automatically separating binding provisions like exclusivity and confidentiality from non-binding deal terms. The tool captures all critical deal points—purchase price, asset scope, liability assumptions, due diligence parameters, and closing conditions—in a professionally structured document ready for attorney review.

Drafting asset purchase letters of intent is a time-intensive process that requires careful structuring of binding and non-binding provisions, detailed deal-term articulation, and coordination across multiple workstreams including diligence, exclusivity, and closing conditions. Attorneys often spend hours assembling these documents from scratch or adapting outdated precedents, creating risk of inconsistencies and missed provisions.

CaseMark's AI-powered LOI drafting skill transforms deal information into a professionally structured letter of intent in minutes. The tool automatically separates enforceable provisions from non-binding terms, generates comprehensive schedules and deal-term tables, and runs a drafting checklist to ensure no critical provisions are overlooked—letting transactional attorneys focus on strategy rather than document assembly.

How it works

  1. 1. Upload your deal term sheet and party information

  2. 2. AI analyzes deal points and structures binding vs. non-binding provisions

  3. 3. Review and customize the generated LOI, schedules, and deal terms

  4. 4. Export the finalized letter of intent in your preferred format (DOCX, PDF)

What you get

  • Letter of Intent with Binding and Non-Binding Sections

  • Deal Term Reference Table

  • Asset and Liability Schedules

  • Exclusivity and Confidentiality Provisions

  • Conditions Precedent and Closing Path

  • Drafting Compliance Checklist

What it handles

  • Automatic separation of binding vs. non-binding provisions

  • Structured deal-term table with price, allocation, and earnout mechanics

  • Exclusivity and no-shop clause generation with customizable duration

  • Due diligence scope, timeline, and access parameter drafting

  • Conditions precedent and regulatory approval tracking

  • IRC 1060 allocation and Form 8594 consistency flagging

Required documents

  • Deal Term Sheet

    Summary of agreed-upon deal terms including purchase price, asset scope, and key conditions

    .pdf, .docx, .xlsx

  • Party Information

    Legal names, entity types, formation states, and addresses for buyer and seller

    .pdf, .docx

Supporting documents

  • Existing NDA

    Previously executed non-disclosure agreement between the parties

    .pdf, .docx

  • Asset List or Schedule

    Detailed list of included and excluded assets for the transaction

    .pdf, .docx, .xlsx

  • Prior LOI or Precedent

    Previous letter of intent or firm precedent to inform style and structure preferences

    .pdf, .docx

Why teams use it

Reduce LOI drafting time from hours to minutes while maintaining deal-specific precision

Ensure proper binding vs. non-binding separation to protect client interests during negotiations

Generate consistent, comprehensive deal-term tables and asset/liability schedules automatically

Minimize drafting errors with built-in compliance checklists covering tax allocation, regulatory conditions, and standard M&A provisions

Questions

How does CaseMark separate binding from non-binding provisions?

CaseMark automatically identifies provisions that should be legally enforceable—such as confidentiality, exclusivity, and governing law—and clearly labels them as binding. All other deal terms are drafted as non-binding expressions of intent, following standard M&A LOI practice.

Can I customize the purchase price structure and earnout terms?

Absolutely. CaseMark supports cash, seller notes, earnouts, working capital adjustments, and other price structures. You provide the deal economics and the AI drafts the appropriate mechanics, timing, and adjustment provisions.

Does the LOI include due diligence and exclusivity provisions?

Yes. CaseMark drafts comprehensive due diligence sections covering scope, access parameters, and timelines, along with exclusivity/no-shop clauses with customizable duration and notice requirements—all marked as binding provisions.

How does CaseMark handle tax allocation under IRC 1060?

The generated LOI includes language reflecting the parties' intent to allocate the purchase price consistent with IRC Section 1060 and flags the requirement for Form 8594 consistency between buyer and seller.

Can I use an existing NDA instead of including confidentiality terms in the LOI?

Yes. If you upload an existing NDA, CaseMark will reference it in the LOI rather than drafting standalone confidentiality provisions, ensuring no conflicts between the two documents.

Is the output ready to send or does it need attorney review?

CaseMark produces a professional, comprehensive draft that significantly accelerates the LOI process. However, we always recommend attorney review before execution to ensure the document reflects your specific deal dynamics and jurisdiction requirements.

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