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Excluded Assets Liabilities

Draft Excluded Asset & Liability Schedules in Minutes

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Asset Purchase Agreement
  • Asset & Liability Allocation List

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Excluded Assets & Liabilities skill automates the drafting of categorized APA schedules that delineate which assets the seller retains and which liabilities the buyer does not assume. It transforms your deal documents and allocation lists into a comprehensive, item-specific exhibit ready for negotiation and closing.

Drafting excluded asset and liability schedules for asset purchase agreements is one of the most tedious yet critical tasks in M&A transactions. Associates spend hours manually categorizing retained assets and unassumed liabilities, cross-referencing APA definitions, and ensuring item-level specificity — all while risking costly omissions that can derail closings or create post-closing disputes.

CaseMark automates the entire schedule drafting process by analyzing your APA and asset/liability allocations to produce a categorized, item-specific exhibit. The AI cross-references defined terms, matches detail to materiality, and includes seller representations and miscellaneous provisions — delivering a comprehensive closing exhibit in minutes instead of hours.

How it works

  1. 1. Upload your near-final APA and asset/liability allocation lists

  2. 2. AI analyzes party details, defined terms, and asset/liability classifications

  3. 3. Review the categorized schedule with item-level specificity for each exclusion

  4. 4. Export the finalized exhibit in your preferred format (DOCX, PDF)

What you get

  • Preamble & Agreement References

  • Definitions & Cross-References

  • Excluded Assets by Category

  • Excluded Liabilities by Category

  • Seller Representations

  • Miscellaneous Provisions

What it handles

  • Categorized excluded assets with item-level specificity

  • Detailed excluded liabilities organized by obligation class

  • Automatic cross-referencing of APA defined terms

  • Seller representations and miscellaneous provisions included

  • Preamble drafted with principal agreement references

  • Materiality-matched detail for each asset and liability category

Required documents

  • Asset Purchase Agreement

    Near-final draft of the APA including party details, defined terms, and the section referencing this schedule

    .pdf, .docx

  • Asset & Liability Allocation List

    Inventory or schedule identifying which assets are sold vs. retained and which liabilities are assumed vs. excluded

    .pdf, .docx, .xlsx

Supporting documents

  • Prior Deal Schedules

    Precedent excluded asset/liability schedules from similar transactions for formatting or coverage reference

    .pdf, .docx

  • IP Portfolio Summary

    Detailed listing of intellectual property registrations, applications, and jurisdictions for IP carve-outs

    .pdf, .docx, .xlsx

  • Real Property Records

    Legal descriptions, encumbrance schedules, or title reports for excluded real property

    .pdf, .docx

Why teams use it

Reduce schedule drafting time from hours to minutes while maintaining deal-specific precision

Ensure comprehensive coverage across all asset and liability categories with no material omissions

Maintain consistency with APA defined terms through automatic cross-referencing

Produce closing-ready exhibits that accelerate deal timelines and reduce revision cycles

Questions

What types of asset categories does the schedule cover?

CaseMark generates exclusion entries across all standard categories including cash and equivalents, accounts receivable, intellectual property, real property, contracts, employee benefits, intercompany obligations, and more. Each category includes the level of detail appropriate to its materiality.

Does the output cross-reference defined terms from my APA?

Yes. CaseMark identifies and cross-references defined terms from your uploaded asset purchase agreement. Where the APA lacks a needed definition, the AI drafts a local definition to eliminate interpretive ambiguity.

Can I use this for both the excluded assets and excluded liabilities sections?

Absolutely. CaseMark drafts both the excluded assets schedule and the excluded liabilities schedule in a single output, organized by category with identifying detail for each item. This ensures complete alignment between the two sections.

How does CaseMark handle complex carve-outs like IP or real property?

CaseMark drafts IP exclusions with registration numbers and jurisdictions, and real property exclusions with permitted encumbrances and legal descriptions. The AI matches the specificity of each entry to the complexity and materiality of the asset class.

Is the generated schedule ready for use as a closing exhibit?

CaseMark produces a professionally formatted schedule suitable for attachment as an APA exhibit. While the output is comprehensive and deal-ready, we recommend attorney review to confirm all material retained assets and unassumed liabilities are captured before execution.

What if my deal involves intercompany assets or affiliate obligations?

CaseMark handles intercompany and affiliate-related exclusions by defining or cross-referencing affiliate and subsidiary terms and drafting appropriate carve-out language. Simply include relevant intercompany details in your uploaded materials.

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