Interested in training for your team? Click here to learn more

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

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, July 17, 2024

Recorded event now available

or call 1-800-926-7926

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 for 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.

The panel will also discuss some of the particularities of distressed sale transactions, including structuring issues and risks related to breach of fiduciary duty, successor liability, fraudulent transfer, and other third-party claims.

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 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?


Baucom, Leah
Leah S. Baucom

K&L Gates

Ms. Baucom focuses her practice on mergers and acquisitions, private equity and general corporate matters. She has...  |  Read More

DeFeo, Morris
Morris F. DeFeo, Jr.

Partner, Chair, Corporate Department
Herrick Feinstein

Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A...  |  Read More

Singer, George
George H. Singer

Holland & Hart

Mr. Singer practices in the areas of corporate and commercial law, including finance, financial restructuring, capital...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video