asset-purchase-agreement

name	asset-purchase-agreement
title	Asset Purchase Agreement
description	Drafts a U.S. Asset Purchase Agreement for deals where a buyer acquires specified business assets while avoiding unwanted liabilities. Enforces itemized asset/liability schedules, purchase price mechanics with working capital true-ups, IRS Form 8594 tax allocation, seller and buyer reps and warranties with disclosure schedules, pre- and post-closing covenants, closing conditions and deliveries, and indemnification with basket/cap limits. Use when drafting an asset purchase agreement, APA, asset acquisition, purchase and sale of assets, asset deal, or excluded liabilities agreement.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/asset-purchase-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["transactional","agreement","drafting"]

Asset Purchase Agreement

Draft a transaction-ready APA that precisely allocates assets, liabilities, and post-closing risk between buyer and seller.

Prerequisites

1. Parties and structure — legal names, entity types, jurisdictions, signing authority, deal structure
2. Asset and liability inventory — preliminary lists for Purchased Assets, Excluded Assets, Assumed Liabilities, Excluded Liabilities
3. Economic terms — purchase price, payment form, adjustments, earnouts, escrow/holdback, allocation
4. Key deal risks — regulatory approvals, consents, IP chain of title, material contracts, employee transition, environmental exposure
5. Timeline — signing/closing schedule, deliverables, conditions

If any prerequisite is missing, pause and ask — do not assume or fill gaps.

Output Structure

Step 1: Document Skeleton

Draft in this order:

1. Parties; Effective Date; Recitals
2. Definitions
3. Purchase and Sale of Assets
4. Excluded Assets
5. Assumed Liabilities
6. Excluded Liabilities
7. Purchase Price; Payment; Adjustments; Allocation
8. Closing; Closing Deliveries
9. Representations and Warranties of Seller
10. Representations and Warranties of Buyer
11. Covenants (Pre-Closing; Post-Closing)
12. Non-Competition / Non-Solicitation (if applicable)
13. Conditions to Closing
14. Indemnification
15. Miscellaneous; Signatures; Exhibits and Schedules

Step 2: Exhibits and Schedules

Label	Purpose	Must Include
Exhibit A	Purchased Assets	Detailed categories and itemized lists
Exhibit B	Excluded Assets	Cash, A/R (if excluded), retained contracts, corporate records
Exhibit C	Assumed Liabilities	Specific obligations, amounts, contract IDs
Exhibit D	Purchase Price Allocation	IRS Form 8594 class allocation
Disclosure Schedules	R&W exceptions	Numbered to match each R&W subsection

Step 3: Asset Scope and Exclusions

• Define "Purchased Assets" by category; cross-reference Exhibit A