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 Tuesday, October 6, 2020

Recorded event now available

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Course Materials

This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing conditions, and other critical provisions. They will outline best practices necessary to minimize the likelihood of post-closing disputes and potential 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.

The agreement must delineate the assets and liabilities to be sold or transferred. Due diligence is a critical component of an asset purchase. Counsel must identify any financing or encumbrances and determine the extent to which consent is required to any assignment of contracts or licenses or the transfer of title to the assets.

Critical points of negotiation may include representations and warranties, closing conditions and post-closing requirements, and indemnities in the event of a breach. The goal of both the buyer and seller should be to minimize 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 contracts; 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?


Albin, David
David I. Albin

Finn Dixon & Herling

Mr. Albin represents clients in the areas of mergers and acquisitions, private equity and venture capital, securities...  |  Read More

Doliner, Nathaniel
Nathaniel L. Doliner

Carlton Fields

Mr. Doliner practices in the areas of mergers and acquisitions, corporate law, corporate governance, and joint...  |  Read More

Whittaker, Scott
Scott T. Whittaker

Stone Pigman Walther Wittmann

Mr. Whittaker represents clients in a wide variety of transactions, including buying, selling and merging companies;...  |  Read More

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