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Asset Purchase Loi

Draft Asset Purchase LOIs in Minutes, Not Hours

12 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

12 minutes with CaseMark

What you'll need

  • Deal Term Sheet
  • Party Information

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Asset Purchase LOI skill uses AI to draft comprehensive letters of intent for asset acquisitions, automatically separating binding provisions from non-binding deal terms. The tool captures all critical deal points—including purchase price structure, asset and liability allocation, due diligence parameters, exclusivity terms, and closing conditions—producing a polished, professionally structured LOI in minutes.

Drafting asset purchase LOIs is a time-intensive process that requires careful structuring of deal terms, precise separation of binding and non-binding provisions, and attention to dozens of interrelated commercial and legal points. Attorneys often spend hours assembling these documents from scratch or adapting precedent, with the risk of missing critical provisions or inadvertently creating binding obligations.

CaseMark automates the heavy lifting of LOI drafting by analyzing your deal inputs and generating a comprehensive, properly structured letter of intent. The AI ensures binding provisions like exclusivity and confidentiality are clearly delineated, deal terms are accurately captured in a structured format, and all standard M&A LOI components are addressed—freeing attorneys to focus on strategy and negotiation.

How it works

  1. 1. Upload your deal term sheet, party information, and any existing NDA

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

  3. 3. Review and customize the drafted 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 Summary

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 drafting with customizable duration

  • Due diligence scope, timeline, and access parameter framework

  • Conditions precedent and regulatory approval tracking

  • IRC 1060 allocation and Form 8594 consistency guidance

Required documents

  • Deal Term Sheet

    Summary of agreed-upon or proposed deal terms including purchase price, asset scope, and key commercial points

    .pdf, .docx, .xlsx

  • Party Information

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

    .pdf, .docx

Supporting documents

  • Existing NDA

    Any existing non-disclosure or confidentiality agreement between the parties

    .pdf, .docx

  • Asset List or Schedule

    Detailed list of included and excluded assets for the proposed transaction

    .pdf, .docx, .xlsx

  • Prior LOI or Precedent

    Any prior 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 separation of binding and non-binding provisions to protect client interests

Capture complex deal structures including earnouts, seller notes, and working capital adjustments

Maintain consistency across exclusivity, confidentiality, and governing law 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 exclusivity and no-shop terms?

Absolutely. CaseMark generates exclusivity provisions based on your specified duration, scope, and notice requirements. You can adjust these terms directly in the output before finalizing the LOI.

Does the LOI address IRC 1060 purchase price allocation?

Yes. CaseMark includes language reflecting the parties' intent to allocate the purchase price consistent with IRC Section 1060 and Form 8594 requirements, which you can further customize based on your tax planning needs.

What if I already have an NDA in place between the parties?

You can upload your existing NDA, and CaseMark will reference it in the LOI's confidentiality section rather than drafting a standalone confidentiality provision. If no NDA exists, CaseMark drafts a binding confidentiality clause within the LOI itself.

Can CaseMark handle complex purchase price structures like earnouts?

Yes. CaseMark supports multi-component price structures including cash at closing, seller notes, earnout provisions, and working capital adjustments. The AI drafts appropriate mechanics and timing for each component based on your inputs.

Is the output ready to send to the counterparty?

CaseMark produces a professional, well-structured LOI draft that serves as an excellent starting point. We recommend attorney review before sending, as every transaction has unique nuances that may require additional customization.

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