Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity and Other Provisions

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Wednesday, November 15, 2017

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to deal counsel for drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing conditions and other key provisions, and will outline best practices necessary to minimize the likelihood of post-closing disputes and potentially litigation.


Counsel for buyers and sellers negotiating an asset acquisition must strategically draft and negotiate the purchase agreement to ensure their clients’ respective rights are protected before and after the deal closes.

Negotiating and drafting provisions that clearly delineate the assets and liabilities to be sold or transferred, corresponding representations and warranties, clear and acknowledged closing conditions and even post-closing requirements, and indemnities in the event of a breach are key to minimizing the likelihood of disputes down the road.

Listen as our panel of deal attorneys reviews the latest legal developments related to asset purchase agreements; discusses tactics for sellers and buyers negotiating representations, warranties, covenants, closing conditions, indemnification provisions and other key provisions in the agreements; and highlights common areas of contract disputes and litigation.



  1. Key provisions in asset purchase agreements
    1. What are the assets being sold and transferred
    2. Purchase price matters
    3. Representations and warranties
    4. Covenants
    5. Conditions of closing
    6. Post-closing conditions (if any)
    7. Termination
    8. Indemnification
    9. Confidentiality
    10. Jurisdiction and venue
  2. Anticipating and avoiding common drafting and enforcement issues


The panel will review these and other key issues:

  • What are some issues unique to asset purchase acquisitions that deal counsel should take into consideration when negotiating asset purchase agreements?
  • What are the key provisions to include and pitfalls to avoid when drafting the asset purchase agreement?
  • What are the most commonly disputed issues in asset purchase agreement negotiations and what are some effective strategies for resolving them?


Bagchi, Shauro
Shauro Bagchi


Mr. Bagchi's practice is primarily focused on national and cross-border mergers and acquisitions, securities...  |  Read More

Globus, Julie
Julie Globus

Sabharwal Globus & Lim

Ms. Globus represents a myriad of participants in the financial industry, including hedge funds, banks, broker-dealers,...  |  Read More

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