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Asset Purchase Loi

Draft Asset Purchase LOIs in Minutes, Not Hours

12 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.

12 minutes with Para

What you'll need

  • Deal Term Sheet
  • Party Information

Plans from $20 a month, with usage included.

Workflow

Overview

CaseMark's Asset Purchase LOI skill drafts comprehensive letters of intent for U.S. asset acquisitions, clearly delineating binding obligations from non-binding deal terms. The AI structures purchase price mechanics, diligence frameworks, exclusivity provisions, and closing conditions into a professional document ready for attorney review and counterparty negotiation.

Drafting asset purchase LOIs manually requires attorneys to balance non-binding deal terms with enforceable provisions like exclusivity and confidentiality — a nuanced exercise that consumes hours of billable time. Inconsistent formatting across deals increases the risk of inadvertently creating binding obligations or omitting critical protections.

CaseMark automates the LOI drafting process by intelligently structuring deal terms, separating binding from non-binding provisions, and incorporating standard M&A safeguards. The AI adapts to your specific transaction details — from price mechanics to diligence timelines — delivering a polished draft that accelerates your path from term sheet to definitive agreement.

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 Loi 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 Loi skill for the Garcia matter. I've attached the Deal Term Sheet and Party Information. Send the finished draft back here as a DOCX.

What Para does

  1. 1. Upload your deal term sheet, party information, and any existing NDA or prior correspondence
  2. 2. AI analyzes deal points and structures binding and non-binding provisions
  3. 3. Review and customize the generated LOI, adjusting price terms, exclusivity periods, and diligence timelines
  4. 4. Export the finalized letter of intent in your preferred format (DOCX, PDF)

What you get

  • Deal Term Reference Table

  • Non-Binding LOI Provisions (Assets, Liabilities, Price, Diligence, Closing, Conditions)

  • Binding LOI Provisions (Exclusivity, Confidentiality, Costs, Governing Law)

  • Schedules and Exhibits (Included/Excluded Assets, Assumed Liabilities)

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 framing

  • Conditions precedent and regulatory approval tracking

  • IRC 1060 allocation and Form 8594 consistency guidance

Required documents

  • Deal Term Sheet

    Summary of proposed 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

    Any existing non-disclosure agreement between the parties for cross-referencing

    .pdf, .docx

  • Prior Correspondence

    Emails or memos reflecting preliminary deal discussions and agreed-upon terms

    .pdf, .docx, .eml

  • Asset Inventory

    Detailed list of assets to be included or excluded from the transaction

    .pdf, .docx, .xlsx

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 manage legal exposure

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

Standardize your LOI process across multiple transactions for consistency and efficiency

Questions

How does CaseMark separate binding from non-binding provisions?

CaseMark automatically categorizes each LOI section based on standard M&A practice. Exclusivity, confidentiality, governing law, and expense provisions are drafted as binding, while deal terms like purchase price and asset scope are clearly marked as non-binding expressions of intent.

Can I customize the exclusivity and no-shop terms?

Absolutely. CaseMark generates exclusivity provisions with configurable duration, scope, and notice requirements. You can adjust the no-shop period, define carve-outs, and specify breach remedies directly in the output.

Does the LOI address tax allocation under IRC 1060?

Yes. CaseMark includes purchase price allocation language referencing IRC Section 1060 and Form 8594 consistency requirements, ensuring both parties commit to a consistent tax reporting framework from the LOI stage.

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

CaseMark can reference your existing NDA within the LOI's confidentiality section rather than drafting a standalone clause. Simply upload or describe the NDA details, and the AI will incorporate appropriate cross-references.

Can CaseMark handle earnout and seller note structures?

Yes. CaseMark drafts purchase price provisions that accommodate cash at closing, seller financing notes, earnout mechanisms with milestone triggers, and working capital adjustments — all based on the deal terms you provide.

Is the output ready to send to the counterparty?

CaseMark produces a professional, attorney-quality draft that serves as a strong starting point. We recommend legal counsel review the output to confirm it reflects your specific deal dynamics and negotiation strategy before sending.

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