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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 U.S. asset acquisitions, clearly separating binding provisions from non-binding deal terms. The tool captures all critical deal points including purchase price structure, asset and liability scope, due diligence parameters, exclusivity terms, and the path to a definitive agreement. Designed for transactional attorneys and dealmakers, it transforms deal summaries into polished, professionally structured LOIs ready for negotiation.

Drafting asset purchase letters of intent is a time-intensive process that requires careful attention to deal structure, binding vs. non-binding distinctions, and dozens of interconnected provisions. Attorneys often spend hours assembling LOIs from scratch or adapting prior precedents, risking inconsistencies, omitted terms, or improperly categorized binding obligations that can create unintended legal exposure.

CaseMark automates the LOI drafting process by analyzing your deal terms and party information, then generating a fully structured letter of intent with proper binding and non-binding separation. The AI ensures comprehensive coverage of price mechanics, diligence frameworks, exclusivity provisions, and closing conditions — delivering a negotiation-ready document that would traditionally take hours to prepare.

How it works

  1. 1. Upload your deal term sheet, party details, 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 with your specific deal terms

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

What you get

  • Parties and Recitals

  • Asset and Liability Scope

  • Purchase Price and Allocation Structure

  • Due Diligence Terms and Timeline

  • Exclusivity and No-Shop Provisions

  • Confidentiality and Binding Provisions

  • Conditions Precedent and Closing Path

  • Non-Compete and Non-Solicit Terms

  • Governing Law and Dispute Resolution

  • Signature Blocks and Schedules

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 conditions

    .pdf, .docx, .xlsx

  • Party Information

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

    .pdf, .docx

Supporting documents

  • Existing NDA

    Any existing non-disclosure or confidentiality agreement between the parties

    .pdf, .docx

  • Asset Inventory 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

Eliminate ambiguity with clear binding vs. non-binding provision separation

Ensure comprehensive coverage of all standard M&A deal points with built-in checklists

Accelerate deal timelines by producing negotiation-ready documents faster

Questions

How does CaseMark separate binding from non-binding provisions?

CaseMark automatically identifies and labels provisions that should be legally enforceable — such as confidentiality, exclusivity, and cost allocation — and clearly separates them from non-binding deal terms like purchase price and closing conditions. This structure follows standard M&A practice and reduces ambiguity.

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 tax allocation under IRC 1060?

Yes. CaseMark includes purchase price allocation language consistent with IRC Section 1060 requirements and references IRS Form 8594 consistency obligations, helping both parties align on tax treatment early in the deal.

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 clause. If no NDA exists, CaseMark generates a binding confidentiality provision within the LOI itself.

Is this suitable for both small business acquisitions and larger M&A deals?

Yes. CaseMark's asset purchase LOI skill scales from small business acquisitions to mid-market M&A transactions. The output covers all standard deal points and can be customized to match the complexity of your specific transaction.

Can I add conditions precedent and regulatory approval requirements?

CaseMark includes a dedicated conditions precedent section where you can specify financing contingencies, third-party consents, regulatory approvals, material adverse change clauses, and any other closing conditions relevant to your deal.

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