| name | asset-purchase-loi |
| title | Asset Purchase Letter of Intent |
| description | Drafts a U.S. asset purchase letter of intent (LOI) separating binding from non-binding terms and capturing deal points, diligence, exclusivity, and closing path. Trigger on "letter of intent", "LOI", "asset purchase", "M&A LOI", "no-shop", "exclusivity", "purchase price", "due diligence". |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/asset-purchase-loi |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting","letter","transactional"] |
Asset Purchase Letter of Intent
Draft an asset purchase LOI that frames deal terms as non-binding while making confidentiality, exclusivity, and governing-law provisions enforceable.
Prerequisites
Collect before drafting:
- Buyer and seller legal names, entity types, formation states, addresses.
- Business description and scope of assets (included and excluded).
- Purchase price structure (cash, seller note, earnout, adjustments).
- Liability assumption position and any specifically assumed liabilities.
- Diligence scope, access parameters, and timeline.
- Exclusivity/no-shop duration and terms.
- Existing NDA details or confidentiality requirements.
- Governing law and dispute forum preference.
- Conditions precedent and regulatory/consent requirements.
- Non-compete/non-solicit intent, duration, geographic scope.
Quick Start
- Gather prerequisites and confirm facts with the user.
- Build deal-term table (see below) — populate only confirmed inputs.
- Draft LOI using section outline; tag sourced facts with
[Source: DocName].
- Separate binding vs non-binding provisions explicitly.
- Run drafting checklist before delivering.
Deal Term Reference
| Term | Required Inputs | Notes |
|---|
| Parties | Legal names, addresses | Define as "Buyer" / "Seller" |
| Assets | Included / excluded lists | Use schedules or bullet lists |
| Liabilities | Assumed vs excluded | Buyer assumes only listed liabilities |
| Price | Cash, note, earnout, adjustments | Specify mechanics and timing |
| Allocation | IRC 1060 intent | Form 8594 consistency required |
| Diligence | Start, duration, access limits | Buyer satisfaction in sole discretion |
| Closing | Target date or window | Tie to definitive agreement |
| Conditions | Consents, financing, MAC, approvals | List critical items |
| Exclusivity | Duration, scope, notice | Binding |
| Confidentiality |
