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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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What you get

Pack of 5 files: 3 documents, 2 spreadsheets

Asset Purchase Agreement Checklist
  • Transaction AgreementDocument
  • Disclosure SchedulesDocument
  • Ancillary Document SetDocument
  • Schedule RegisterSpreadsheet
  • Open Point LogSpreadsheet
RiverAsset Purchase Agreement Checklist

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.

§RepresentationScheduleStatus
4.2No Conflicts; Consents[Schedule 4.2]Open, consent requested
4.9Litigation[Schedule 4.9]Zero items, confirmation required
4.11Taxes[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.

One open consent, one representation flagged for having nothing scheduled, and a $22,600 claim that recovers in full only because it was caught first

The Schedule Register, the basket arithmetic, and the Open Point Log behind one asset purchase.

Asset Purchase Agreement Checklist
RiverSchedule Register

Schedule Register  ·  Redwood Trade Supply, LLC acquiring Fenwick Hardware Distributors, Inc., $2,400,000, signing 2026-03-10

Eleven representations, one open consent, one matter caught before signing

§RepresentationScheduleStatus
4.2No Conflicts; ConsentsRidgeline Fastener Co. consentOpen, requested 2026-02-24
4.6Material ContractsRidgeline Fastener Co., ~22% of COGSCross-referenced to 4.2
4.9, first draftLitigation“None”Zero items, flagged
4.9, revisedLitigationDelgado v. Fenwick, $18,400 claimedConfirmed 2026-03-03
8.4Specific IndemnitiesDelgado matter, capped $30,000Drafted, outside the Basket

The flag is what did the work

Schedule 4.9 came back “None” on the first draft, carried over from the letter of intent. The register’s flag on a representation with zero linked items sent the question to Fenwick’s CFO directly, not to counsel drafting around a template, and she surfaced the Delgado matter within a day.

RiverBasket Math

What the flag was actually worth

Same $22,600 loss. Two different outcomes, depending only on whether it was scheduled before signing.

Undisclosed, general BasketScheduled, specific indemnity
Settlement$18,400$18,400
Defense costs$4,200$4,200
Total loss$22,600$22,600
Applies against$24,000 Basket, true deductible$30,000 specific cap, no Basket
Recovery$0. Loss never clears the Basket$22,600. Full loss, dollar one

The Basket does not know a matter was hidden

A $22,600 claim is real money on a smaller deal, and it sits close to a common basket size on purpose: a one-percent basket on a $2.4 million deal is $24,000. Whether a matter is scheduled and specifically indemnified, or left to the general Basket, decides the whole recovery rather than a fraction of it.

RiverOpen Point Log

Open Point Log  ·  three items moving at once, closing in nine days

Open pointOwnerBlocksDeadlineStatus
Ridgeline Fastener consentDana Ferris, SellerAssignment of ~22% of COGS supply2026-03-09Not received
Allocation exhibit sign-offBoth accountantsExhibit A; consistent Form 8594 filings2026-03-09Agreed 2026-03-05, awaiting signature
UCC lien searchBuyer’s counselSchedule 4.3 Title confirmation2026-03-05Received, one lien matches Sched. 4.6
Landlord’s consent to lease assignmentDana Ferris, SellerAssignment of the warehouse lease2026-03-09Received 2026-03-02

A blocked point names what it blocks, not just that it is late

The Ridgeline consent has nine days left as of this sheet. If it does not arrive, Section 6.2 converts it into a $40,000 holdback rather than leaving the whole closing waiting on one supplier’s signature.

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What's in the pack

01

Transaction Agreement

The asset purchase agreement shell with representations numbered sequentially, each cross-referenced to a schedule number before a single schedule is drafted.

02

Disclosure Schedules

Ordered exactly as the representations article numbers them, with a dated, named confirmation line required on every section with nothing to disclose.

03

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.

04

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.

05

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. 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. 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. 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. 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.

Sources

  1. Delaware CodeDelaware Code Title 6, Chapter 2, Subchapter 2 (opens in a new tab)
  2. Cornell Law School26 U.S. Code § 1060 — Special allocation rules for certain asset acquisitions (opens in a new tab)

Written by

Chandler Supple

Co-founder & CEO, River

Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.

LinkedInGitHubX

Reviewed by

Brian Joseff, Co-founder, River

LinkedInX

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