Asset Purchase Agreement Services
An asset purchase agreement lets you buy the business without buying the baggage. You choose exactly what you acquire and what you leave behind.
Types of Deals We’ve Closed
Asset Purchase Agreements Built to Protect and Close
Most attorneys slow down deals by focusing on unimportant minutiae and missing the big picture. We know what the market terms are for every deal so we work on minimizing your liability and getting you to the closing table expeditiously.
After working on hundreds of deals we have never killed a deal through lack of responsiveness or unreasonable proposed changes. We are the ultimate dealmakers.
What We Help You With
Every asset deal is different, but these components determine whether you get what you paid for. We implement a rigorous diligence process to protect your capital.
Purchased Assets & Excluded Assets
The assets you’re buying aren’t assumed; they are specifically listed. We go beyond the typical agreement template to define every piece of property.
We handle:
Detailed asset schedule creation
Tangible vs. intangible listing
IP and brand asset inclusion
Explicit excluded assets clause
Purchase price allocation schedule
Purchase Price & Payment Structure
The price isn’t just a number, it’s how you pay and what adjusts at close. We address working capital in asset purchase agreement negotiations to prevent cash drains.
We handle:
Purchase price mechanics
Payment timing and escrow
Working capital adjustment formulas
Earnout structure and benchmarks
Installment payment promissory notes
Assumed & Excluded Liabilities
The seller’s handing you their lease, their debt, and their lawsuit. We verify every liability you’re walking into, before you sign.
We handle:
Explicit assumed liabilities list
Excluded liabilities legal protection
Accounts payable treatment
Debt and loan assumption boundaries
Contingent liability safeguards
Representations & Warranties
What does the seller promise about the assets, and what happens when those promises break? We negotiate warranties that give you recourse if an asset is defective.
We handle:
Scope of seller reps
Asset-specific warranty terms
Disclosure schedules and qualifiers
Survival period negotiation
Materiality thresholds for claims
Closing Conditions & Deliverables
The deal doesn’t close when you sign; it closes when every condition is met. We ensure every license and contract is ready for transfer on day one.
We handle:
Closing conditions checklist management
Third-party consent requirements
License transfer conditions
Bill of sale delivery
Assignment of leases and contracts
Covenants & Non-Compete
A good asset purchase agreement non-compete prevents the seller from opening a shop across the street. We build enforcement mechanisms to protect your new market share.
We handle:
Non-compete scope and duration
Customer and employee non-solicitation
Transition assistance obligations
Confidentiality provision enforcement
Post-close restrictive covenants
Bill of Sale & Transfer Documents
The APA is the blueprint, but the bill of sale is the actual handoff. Without a proper bill of sale asset purchase agreement, you don’t own the inventory.
We handle:
Bill of sale by asset class
Assignment of IP and contracts
License and permit transfers
UCC filing coordination
Possession and risk transfer
Our M&A Team
Every deal is led by attorneys and advisors who have bought, grown, and sold businesses themselves.
Dave Sterrett, Esq.
Founder, Lead Attorney
Dave Sterrett is an entrepreneur-turned-attorney with 20+ years of experience and $100M+ in closed M&A deals. He’s built and sold businesses himself, so he knows what’s at stake on both sides of the table.
Danielle Pezzimenti
Director of Due Diligence
With a background in securities, financial planning, and real estate, Danielle approaches due diligence with the eye of an advisor. She identifies risk and gives buyers the clarity to make confident decisions.
Testimonials
“Working with Sterrett Law during my business acquisition was an absolute game-changer. Dave and his team took care of every detail—from legal due diligence to all the paperwork—so I could stay focused on the big picture. They were super supportive, kept me in the loop at every stage, and were flexible enough to adapt to any last-minute changes. If you’re an entrepreneur looking to buy a business, I can’t recommend them enough. They truly understand the ins and outs of the process and make you feel confident every step of the way.”
Sofia Quintero
“I can’t say enough good things about Dave and his team. Dave was a trusted advisor and confidant in addition to an attorney. He has a knack for getting to the important matters, is conscientious of client needs, and comprehensive. His integrity and demeanor also make him very easy to work with.”
Zain Akbari
“Dave and his team made the buying process as smooth as possible for my first business purchase by going above and beyond what was expected and his rates were the best I found. Definitely give these guys a go for any business acquisitions.”
Phil Stringer
“Wish I could give 6 stars. Dave and his team were incredible partners in my acquisition and went above and beyond the scope of duty. Very experienced, very trustworthy, very responsive, very reasonably priced.”
Ilan Cohen
GET IN TOUCH
Fill out the contact form with basic details of the business you would like to acquire. We will follow up in less than 24 hours if we can perform the due diligence review.
Other SMB Services
Buying or selling an SMB is one of the biggest decisions you will make. Legal Dealmakers provides M&A legal services for both buyers and sellers, combining deep transaction experience with firsthand knowledge of what it takes to run and exit a business.