Drafting asset purchase agreements manually is time-intensive and error-prone. Attorneys spend 6-8 hours coordinating multiple schedules, ensuring consistent asset descriptions across sections, properly allocating liabilities, and customizing representations and warranties. The complexity of tracking purchased versus excluded assets, assumed versus excluded liabilities, and indemnification provisions creates significant risk of inconsistencies.
Asset purchase agreements require meticulous drafting to precisely identify transferred assets, allocate liabilities, and protect both parties through comprehensive representations and indemnification provisions. Manual drafting typically takes 12-15 hours and requires careful attention to tax allocation, consent requirements, and successor liability issues. Missing critical provisions or inconsistent asset descriptions can expose clients to significant post-closing disputes and unintended liabilities.
CaseMark automates the entire asset purchase agreement drafting process by analyzing your deal documents and generating a comprehensive, customized agreement in minutes. The AI extracts transaction details, identifies assets and liabilities, drafts tailored representations and warranties, and creates all necessary schedules and exhibits. You receive a complete, attorney-ready document that covers all essential M&A provisions while maintaining consistency with your specific deal terms.
This workflow is applicable across multiple practice areas and use cases
This workflow is specifically designed for asset purchase transactions, generating complete asset purchase agreements with proper allocation schedules and liability provisions.
Asset purchase agreements are the core document type for this practice area, making this workflow directly applicable to virtually every matter in this subcategory.
Bankruptcy trustees and debtors-in-possession regularly use asset purchase agreements under Section 363 sales to sell business assets free and clear of liens during bankruptcy proceedings.
Asset sales are a primary mechanism for liquidating or reorganizing businesses in bankruptcy, requiring properly structured purchase agreements that comply with bankruptcy court requirements and creditor protections.
Asset purchase agreements are frequently used when dissolving corporations to sell business assets to third parties or distribute assets among shareholders during wind-down.
Corporate dissolution often involves selling company assets rather than stock, requiring asset purchase agreements to transfer specific assets and allocate liabilities during the dissolution process.
Asset purchase agreements are used in corporate restructurings, spin-offs, and divestitures where companies sell business divisions or asset portfolios to raise capital or streamline operations.
Corporate finance transactions frequently involve strategic asset sales as alternatives to equity or debt financing, requiring detailed purchase agreements with proper tax allocations and liability structures.
At minimum, you need a term sheet or letter of intent outlining the basic deal terms, and information about the parties and business being sold. Optional documents like due diligence materials, asset lists, and contract schedules help CaseMark create more detailed and accurate schedules. The AI will extract key details like purchase price, asset categories, and liability allocation from your uploaded documents to customize the agreement.
CaseMark analyzes your deal documents to identify which assets are being purchased and which liabilities are being assumed versus excluded. The AI drafts comprehensive definitions of Purchased Assets organized by category (tangible property, IP, contracts, etc.) and clearly delineates Assumed Liabilities from Excluded Liabilities. It also generates the required Section 1060 purchase price allocation for tax purposes based on the asset categories and values you provide.
Yes, the generated agreement includes comprehensive representations and warranties that CaseMark tailors based on your business type and uploaded due diligence materials. The AI identifies relevant issues from your documents and adjusts the representations accordingly. You can further customize any provision, add industry-specific representations, or modify survival periods and indemnification caps to match your negotiated deal terms.
Yes, CaseMark generates complete exhibits including forms of Bill of Sale, Assignment and Assumption Agreement, and intellectual property assignments in recordable form. The AI also creates disclosure schedules for representations and warranties, asset schedules, and liability schedules based on information extracted from your uploaded documents. All exhibits and schedules are properly cross-referenced throughout the agreement for internal consistency.
Unlike static templates, CaseMark analyzes your specific transaction documents to generate a customized agreement that reflects your actual deal terms, assets, and business circumstances. The AI automatically populates schedules with your specific contracts, IP, and assets rather than leaving blank placeholders. It also adjusts provisions like indemnification baskets, survival periods, and closing conditions based on market standards and your deal size, saving hours of manual customization work.