Question 1

What does a custom Asset Purchase Agreement include?

Accepted Answer

Your custom Asset Purchase Agreement will include:

• Detailed definition of purchased assets and assumed liabilities
• Purchase price, payment terms, and adjustment mechanisms
• Representations and warranties from both buyer and seller
• Pre-closing and post-closing covenants
• Closing conditions and deliverables
• Indemnification provisions and survival periods
• Schedules for asset allocation, prorations, and ancillary assignments

Each section is tailored specifically to your transaction structure, industry, and risk allocation preferences.

Question 2

What's the delivery timeline and process?

Accepted Answer

Standard delivery is 3 business days. Express delivery (1 business day) is available for an additional fee.

After checkout:
1. You'll receive an AI-powered questionnaire via email within hours
2. The questionnaire adapts based on your answers to capture all deal specifics
3. A licensed US attorney reviews your responses and drafts your custom agreement
4. You receive a professional, attorney-drafted Asset Purchase Agreement ready for negotiation

Question 3

Who drafts my Asset Purchase Agreement?

Accepted Answer

Your agreement is drafted by licensed US attorneys with extensive experience in M&A transactions, asset sales, and business acquisitions.

Our team includes:
• Senior corporate counsel with complex transaction experience
• Transactional attorneys specializing in purchase agreements
• Contracts specialists who ensure every schedule and ancillary document is complete

Every agreement is reviewed for legal compliance, clarity, and enforceability under US law.

Question 4

How does the information gathering process work?

Accepted Answer

We use an intelligent AI questionnaire that adapts to your specific transaction:

• Dynamic questions based on your deal structure (asset sale, partial acquisition, etc.)
• Asks about assets being transferred, liabilities assumed, and excluded items
• Captures purchase price mechanisms, adjustments, and escrow arrangements
• Explores reps & warranties, covenants, and closing conditions
• Takes 15-30 minutes to complete
• Available 24/7 - start whenever convenient

Your answers help our attorneys understand your deal and draft a precisely tailored agreement.

Question 5

Are revisions included?

Accepted Answer

Yes. One round of amendments is included in the base price.

If the other party's attorney requests changes or you need adjustments after reviewing the draft, simply send us the requested revisions and we'll incorporate them.

Additional revision rounds are available for a small fee if needed.

Question 6

Can I consult with an attorney about my agreement?

Accepted Answer

Absolutely. While the base service includes the custom-drafted agreement and one revision round, you can add:

• 30-minute attorney consultation to review the agreement
• 60-minute consultation for complex transactions
• Negotiation strategy sessions

These consultations can help you understand specific clauses, discuss negotiation approaches, or address concerns from the other party's legal team.

Question 7

What makes this different from using a template?

Accepted Answer

Generic templates create significant risks in asset purchase transactions:

❌ Templates often miss critical deal-specific provisions
❌ Boilerplate reps & warranties may not match your actual situation
❌ Adjustment mechanisms and schedules require precise customization
❌ Closing condition language needs to reflect your specific transaction
❌ One-size-fits-all indemnification can leave you exposed

✅ Our custom agreements are drafted specifically for your deal by experienced attorneys
✅ Every provision reflects your actual assets, liabilities, and deal terms
✅ Proper risk allocation based on your negotiating position
✅ Closing-ready schedules and ancillary document references
✅ Professional quality that opposing counsel will respect

Question 8

What specific areas does the agreement cover?

Accepted Answer

The agreement comprehensively addresses:

• Purchased Assets: Detailed schedules of all transferred assets (tangible, intangible, IP, contracts, etc.)
• Assumed Liabilities: Clear definition of which liabilities transfer and which remain with seller
• Purchase Price & Adjustments: Payment terms, working capital adjustments, earn-outs, holdbacks
• Representations & Warranties: Balanced disclosure obligations from both parties
• Covenants: Pre-closing obligations (operate in ordinary course, no material changes) and post-closing duties
• Closing Conditions: What must occur before closing can proceed
• Indemnification: Protection mechanisms for breaches, with baskets, caps, and survival periods
• Ancillary Matters: Bill of sale, assignment agreements, consents, IP transfers

Question 9

Is the agreement compliant with US law?

Accepted Answer

Yes. Every Asset Purchase Agreement is drafted by licensed US attorneys and complies with:

• Federal securities laws (if applicable)
• State contract law requirements
• UCC provisions for asset transfers
• Tax allocation rules and reporting requirements
• Employment law considerations for transferred employees
• Environmental liability transfer requirements
• Industry-specific regulations

We ensure your agreement uses proper legal terminology, includes necessary closing deliverables, and protects your interests under applicable law.

Question 10

Can the agreement handle future amendments or adjustments?

Accepted Answer

Yes. The agreement includes standard amendment provisions that allow for:

• Written modifications signed by both parties
• Adjustments to purchase price based on agreed formulas
• Escrow releases upon satisfaction of conditions
• Waiver of specific closing conditions (if both parties agree)

Post-closing adjustments for working capital, inventory, or other items are built into the agreement with clear dispute resolution mechanisms.

If you need to modify the agreement after signing, our attorneys can draft formal amendment documents.

Question 11

What guidance do I receive for implementing the agreement?

Accepted Answer

Along with your custom Asset Purchase Agreement, you'll receive:

• Attorney notes explaining key provisions and their implications
• Checklist of closing deliverables required from each party
• Guidance on schedules and exhibits you need to complete
• Timeline for typical asset purchase closing process
• Common negotiation points and suggested compromise positions

This ensures you understand every aspect of your agreement and can confidently move toward closing.

Question 12

What happens after I receive the agreement?

Accepted Answer

After delivery:

1. Review the agreement carefully and complete any required schedules
2. Share with the other party (and their legal counsel) for review
3. Negotiate any requested changes - we include one revision round
4. Once both parties agree, execute the agreement with proper signatures
5. Proceed to closing with the deliverables checklist we provide
6. Complete post-closing obligations as specified in the agreement

Our attorneys remain available if you have questions during negotiation or need additional consultation services.

Custom Asset Purchase
Agreement

How it works

Form & Checkout

We Draft

Review & Finalize

Why This Custom Asset Purchase Agreement Works

Deal‑Specific

Reps & Warranties

Closing Ready

IP & Assignments

Fewer Disputes

Amendments & Support

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Custom Asset PurchaseAgreement