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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 from non-binding deal terms. The tool captures purchase price structures, diligence frameworks, exclusivity terms, and closing conditions in a professionally structured document ready for attorney review.

Drafting asset purchase LOIs is a time-intensive process that requires careful separation of binding and non-binding provisions, coordination of complex deal terms, and attention to tax, regulatory, and diligence frameworks. A single oversight—such as inadvertently making a deal term binding—can create significant legal exposure before a definitive agreement is even negotiated.

CaseMark automates the heavy lifting of LOI drafting by structuring deal terms, separating binding from non-binding provisions, and generating comprehensive schedules and conditions precedent. Attorneys maintain full control over deal strategy while eliminating the repetitive formatting and structural work that consumes billable hours.

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 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 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 deal points including purchase price, asset scope, and key terms

    .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 confidentiality or non-disclosure agreement between the parties

    .pdf, .docx

  • Asset Inventory

    Detailed list of included and excluded assets for schedule preparation

    .pdf, .docx, .xlsx

  • Prior LOI or Term Sheet

    Any previous letter of intent or term sheet to reference for deal history

    .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 that minimize back-and-forth with counterparties

Maintain compliance with IRC 1060 allocation requirements and standard M&A best practices from the outset

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 deal terms like purchase price and asset scope 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 the no-shop period, carve-outs, and breach remedies directly in the output before finalizing.

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 coordinated 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 confidentiality clause. Simply upload the NDA and the AI will incorporate the appropriate cross-references.

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 mechanics and timing for each component based on the deal terms you provide.

Is the generated LOI ready to send as-is?

CaseMark produces a comprehensive, professionally structured LOI and runs an internal drafting checklist before delivery. However, we always recommend attorney review of the final document to ensure it reflects your specific deal strategy and jurisdiction requirements.

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