Scenario 01

---
name: draft-asset-purchase-agreement-s01
task_id: corporate-ma/draft-asset-purchase-agreement/scenario-01
description: Guides drafting of a complete buyer-side carve-out acquisition document suite, requiring all core documents to be substantively complete, the commercial terms to be carried consistently across the suite, regulatory closing conditions to be included where applicable, and the outside date and escrow mechanics to be handled consistently throughout.
activates_for: [planner, solver, checker]
---

# Skill: Draft Asset Purchase Agreement and Ancillary Documents for a Carve-Out Acquisition

## 2. Failure modes the skill is correcting

- Omitting one or more ancillary documents so the conveyance package is incomplete or internally inconsistent.
- Drafting a summary or outline instead of a fully operative agreement with defined terms, operative covenants, conditions, and closing mechanics.
- Carrying economics, escrow, indemnity, and timing terms inconsistently across the purchase agreement and ancillaries.
- Treating a target closing date and an outside date as interchangeable.
- Failing to address consent-dependent assignments, transitional services, or restrictive covenants in a carve-out setting.
- Leaving post-closing operational dependencies implicit instead of specifying them in the transition services framework.
- Drafting assets, liabilities, and IP transfers too generally, creating unintended gaps or overreach.

## 3. Legal frameworks / domain conventions that apply

- A buyer-side carve-out acquisition typically requires a coordinated suite of transaction documents: asset purchase agreement, bill of sale, assignment and assumption agreement, intellectual property assignment, transition services agreement, and restrictive covenant agreement. Each should stand on its own and interlock with the others.
- Asset conveyance must be divided cleanly between acquired and excluded assets, and liability allocation must be similarly divided between assumed and excluded liabilities to avoid residual risk.
- Contract assignments often depend on third-party consent; where consent is not available at signing or closing, the drafting should preserve a cooperation covenant, a fallback pass-through arrangement, or a delayed assignment mechanism as appropriate.
- Closing conditions should include any required regulatory clearances, expiration of waiting periods, or foreign investment approvals when relevant to the transaction.
- Indemnity architecture should be internally consistent across the suite, including basket structure, caps, survival periods, escrow mechanics, claim procedures, and any special treatment for fundamental or specific representations.
- The outside date should function as a termination backstop, distinct from any contemplated target closing date, and should be integrated with extension or termination rights.
- Restrictive covenants should define the restricted persons, restricted activities, duration, and geography with enough specificity to be enforceable under the governing law reflected in the source materials.
- Where the source materials provide controlling law, statutory references, or required regulatory standards, the drafting should track those authorities and not substitute generic language.

## 4. Analytical scaffolds

- Start with the transaction architecture: identify the buyer, seller, business being carved out, transfer mechanics, and any post-closing service dependence before drafting operative provisions.
- Build the APA from the commercial core: purchase price mechanics, purchase price adjustments if any, asset and liability allocation, closing conditions, covenants between signing and closing, indemnification, and termination rights.
- Translate the asset schedule into a complete transfer map: what is conveyed, what is excluded, what requires consent, and what must be transferred through separate instruments at closing.
- Draft each ancillary to do one job cleanly:
  - Bill of sale: transfer tangible assets and other property that can be conveyed by bill of sale.
  - Assignment and assumption agreement: transfer assigned contracts and assumed liabilities, with consent-sensitive language where needed.
  - Intellectual property assignment: assign patents, trademarks, copyrights, trade secrets, domains, and related rights that are meant to move at closing.
  - Transition services agreement: specify services, service levels, term, fees if any, transition assistance, data handoff, access rights, and exit coordination.
  - Restrictive covenant agreement: specify non-competition, non-solicitation, confidentiality, and related restraints with clear scope.
- Ensure every defined term that matters is used consistently across documents, especially where the APA references schedules, exhibits, service descriptions, or covenant restrictions.
- Treat non-assignable contracts and regulatory or customer consents as a drafting workstream of their own; the agreement should say who is responsible for obtaining them, when, and what happens if they are delayed.
- Keep the closing package practical: include deliverables, officer certificates, third-party consents, payoff letters if applicable, releases if applicable, and any ancillary assignments needed to perfect title.
- Where the source materials support more than one alternative, enumerate the alternatives first, choose the one supported by the deal economics or business constraints, and draft to that choice rather than blending multiple approaches.

## 5. Vertical / structural / temporal relationships

- Distinguish pre-signing diligence facts, signing covenants, closing conditions, and post-closing obligations; do not collapse them into a single clause.
- Distinguish target closing date, outside date, and any extension triggers or termination backstops.
- Distinguish transfer at closing from later performance obligations under transition services or consent-dependent assignments.
- Distinguish general representations from fundamental representations and any special-purpose representations tied to title, authority, taxes, IP ownership, employee matters, or data privacy.
- Distinguish corporate-level obligations of the seller from business-operational obligations of the transferred division or retained business.
- Distinguish tangible asset transfer, contract transfer, and IP transfer; each may require different operative language and different schedules.
- If the source materials describe multiple assets, liabilities, service categories, or restricted activities, enumerate them explicitly before drafting so none are implicitly omitted.

## 6. Output structure conventions

- Produce a complete, buyer-side draft for each required document, not a summary, checklist, or term sheet.
- Keep the APA as the controlling agreement and ensure the ancillaries conform to it in defined terms, dates, and transaction mechanics.
- Include operative provisions that make the documents executable: parties, recitals, definitions, operative transfer language, conditions, covenants, indemnity or limitation mechanics where relevant, signature blocks, and exhibit or schedule references.
- Use industry-conventional headings and clause order rather than a rubric-driven section list.
- Keep commercial terms, timing, and risk-allocation language consistent across all documents.
- Where a schedule or exhibit is needed to make the draft operative, include the schedule structure in the draft rather than referencing it abstractly.
- Before finishing, confirm that each required file is treated as a primary deliverable and is drafted as a substantive, non-empty, operative document.