Drafting asset purchase agreements manually requires hours of work—reviewing deal terms, customizing standard clauses, coordinating exhibits, and ensuring all representations and warranties align with the transaction structure. Each APA demands meticulous attention to asset schedules, liability assumptions, and indemnification provisions, making the process time-consuming and prone to inconsistencies across multiple deals.
Drafting comprehensive Asset Purchase Agreements manually takes 12+ hours of attorney time, requiring meticulous attention to deal terms, asset schedules, liability allocations, and complex indemnification provisions. Missing critical details or inconsistencies between the agreement and exhibits can derail negotiations and expose clients to risk.
CaseMark analyzes your term sheets and deal documents to generate complete, negotiation-ready Asset Purchase Agreements in minutes. Our AI extracts transaction details, populates all exhibits and schedules, and drafts tailored provisions that protect your client's interests while maintaining commercial reasonability.
This workflow is applicable across multiple practice areas and use cases
Asset purchase agreements are a fundamental M&A transaction structure, used when buyers acquire specific assets rather than stock, particularly common in middle-market deals.
APAs are one of the two primary transaction structures in M&A (alongside stock purchases), making this workflow essential for M&A practitioners handling asset-based acquisitions.
Private equity firms frequently use asset purchases for platform acquisitions and add-on transactions, requiring standardized APA documentation across portfolio companies.
PE firms regularly structure deals as asset purchases to limit liability exposure and cherry-pick desired assets, making APA automation highly valuable for deal teams and in-house counsel.
Section 363 bankruptcy sales require asset purchase agreements to document the sale of debtor assets free and clear of liens, often under tight court-imposed deadlines.
Bankruptcy asset sales are almost exclusively structured as asset purchases rather than stock sales, and the ability to quickly draft compliant APAs is critical in time-sensitive bankruptcy proceedings.
Financial services companies use APAs for acquiring loan portfolios, branch networks, or specific business lines while avoiding regulatory complications of entity-level acquisitions.
Asset purchases allow financial institutions to acquire specific assets without triggering change-of-control provisions or assuming unwanted liabilities, making APAs common in this regulated industry.
Companies winding down operations often sell their remaining assets through APAs as part of the dissolution process, requiring documentation of asset transfers to buyers.
Corporate dissolution frequently involves selling off business assets piecemeal or in bulk, making APA templates useful for efficiently documenting these liquidation transactions.
At minimum, upload your term sheet or letter of intent containing the parties' names, purchase price, and basic deal structure. For best results, also provide asset lists, contract schedules, and due diligence materials. CaseMark will extract all relevant details and flag any missing information that requires your input before generating the agreement.
CaseMark automatically generates comprehensive exhibits including detailed purchased asset lists (Exhibit A), excluded assets (Exhibit B), assumed liabilities (Exhibit C), and purchase price allocation (Exhibit D). The AI organizes assets by category and ensures consistency between the main agreement provisions and all schedules.
Yes. CaseMark drafts comprehensive seller and buyer representations tailored to your transaction, including appropriate materiality qualifiers and knowledge limitations. You can review and adjust any provision, and the AI will maintain consistency throughout the document and disclosure schedules.
CaseMark drafts indemnification provisions with market-standard structures including survival periods, baskets, and caps based on the transaction size and type. The AI distinguishes between fundamental representations (longer survival, no caps) and general representations (limited survival and caps), while allowing you to adjust these terms to match your negotiated deal points.
CaseMark identifies gaps in the provided information and clearly flags missing details such as specific asset descriptions, exact purchase price amounts, or closing conditions. You'll receive prompts to provide this information before the final agreement is generated, ensuring nothing critical is overlooked.