Asset Purchase Agreement Checklist
Three documents and two sheets that map every representation to the disclosure item that actually qualifies it, not a blank schedule that says none.
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Schedule Register
[Transaction Agreement] · representations mapped to what actually qualifies them
A blank schedule marked “None” is a claim, not the absence of one. Zero linked items gets a flag, not a pass.
| § | Representation | Schedule | Status |
|---|---|---|---|
| 4.2 | No Conflicts; Consents | [Schedule 4.2] | Open, consent requested |
| 4.9 | Litigation | [Schedule 4.9] | Zero items, confirmation required |
| 4.11 | Taxes | [Schedule 4.11] | Confirmed, no exceptions |
A rep with nothing scheduled is not automatically clean
It is flagged, and the person who can actually confirm the fact signs a dated line, not a template’s carried-forward word.
Every bracket fills from your own agreement’s numbering. Nothing here ships with a gap already in it.
A free asset purchase agreement template gives you the shell: recitals, a representations article with blank exceptions, a closing section. Rocket Lawyer and LawDistrict fill in the boilerplate; Practical Law's paywalled checklist adds a due-diligence questionnaire. None of them check whether a representation's own exceptions actually got scheduled, and a smaller deal without a staffed team is exactly where that step gets rushed. Delaware's default contract-assignment rule matters here too: rights transfer freely unless assignment would materially change the other party's duty or risk, which most anti-assignment clauses override on purpose.
Redwood Trade Supply, LLC is buying substantially all assets of Fenwick Hardware Distributors, Inc. for $2,400,000. Schedule 4.9 came back "None" on the first draft, carried over from the letter of intent. Flagging every representation with zero linked items sent that question to Fenwick's CFO directly, and she surfaced an $18,400 small-claims warehouse injury suit nobody on the deal team knew about. Scheduled and given its own indemnity, Redwood recovers the full $22,600 it eventually costs; undisclosed, the same loss would have had to clear the deal's $24,000 basket, and would not have.
The Schedule Register maps every numbered representation to what actually qualifies it, so a section with nothing linked gets a dated confirmation rather than a carried-over "None." The Open Point Log tracks whatever is still moving, a consent, a redline, the purchase price allocation exhibit both sides sign, with an owner and a deadline rather than a status column. Reading somebody else's data room, counting one company's own corporate acts, and keeping a family of entities current all ask a version of this question; this pack asks it for one deal at a time.
What's in the pack
Transaction Agreement
The asset purchase agreement shell with representations numbered sequentially, each cross-referenced to a schedule number before a single schedule is drafted.
Disclosure Schedules
Ordered exactly as the representations article numbers them, with a dated, named confirmation line required on every section with nothing to disclose.
Ancillary Document Set
The bill of sale, the assignment and assumption agreement, and the purchase price allocation exhibit the IRS treats as binding once both sides sign it, plus only the other ancillaries this deal actually needs.
Schedule Register
One row per numbered representation, cross-referenced to every disclosure item filed against it, flagging any section that still shows zero linked items once first drafts are in.
Open Point Log
Every item still moving, a consent, a redline, an allocation sign-off, carrying an owner, a named deadline, and exactly what it blocks if it stays open past signing.
How to use it
- 1
Open in River, or take it blank
Send River the term sheet or letter of intent and whatever key contracts already exist, or take the Word documents and CSV sheets from the template library.
- 2
Draft the agreement with reps numbered first
The representations article gets a clean, sequential numbering scheme before drafting continues, because the Schedule Register keys off that numbering directly.
- 3
Build the Schedule Register before the schedules
Every representation gets mapped to its disclosure items as they come in, and any section still showing zero linked items gets flagged for a dated confirmation.
- 4
Track open points to a named close
Every consent, redline and sign-off still moving gets an owner and a deadline on the Open Point Log, closed only by attaching the document that actually resolved it.
Frequently asked questions
Is this template free?
Yes. The zip is Word documents and a CSV, no account and no card. Edit with AI is the other half: the agent numbers the representations, maps every schedule to what qualifies it, and flags anything scheduled as a silent "None." Other packs sit in the template library.
What format are the downloaded files?
Word (.docx) for the Transaction Agreement, the Disclosure Schedules and the Ancillary Document Set, and CSV (.csv) for the Schedule Register and the Open Point Log. Excel, Numbers and Google Sheets open the registers directly; the three documents open in Word, Pages or Google Docs.
Does this replace outside counsel on a bigger deal?
No. It is built for a smaller asset purchase running without a staffed M&A team, one buyer, one seller, a closing date that will not move. A multi-workstream deal with several diligence tracks needs a data room read against the deal structure, not a single-agreement register.
Why does a blank disclosure schedule need a signed confirmation?
Because a representation qualified by "except as set forth on Schedule X" is an absolute statement wherever the schedule is blank. "None" carried forward from a template is not the same claim as a dated line a named person actually confirmed, and only the confirmed version protects anyone if it turns out to be wrong.
What happens if a required consent does not arrive by signing?
It becomes a closing condition, a covenant with a holdback, or grounds to exclude that one contract from the deal, decided per contract rather than left as one general answer. The Open Point Log names which choice applies before the closing call, not during it.
Is the indemnification basket a deductible, or does the full loss get recovered once it is exceeded?
The Transaction Agreement states it expressly rather than leaving it ambiguous. A true deductible pays only the excess over the basket; a tipping basket pays the full loss once the basket is crossed. The two produce very different recoveries on a small claim, so the draft should say which one governs.