What information do I need to provide to generate an Excluded Assets and Liabilities schedule?
You'll need to upload your primary transaction agreement (Asset Purchase Agreement, Stock Purchase Agreement, or Merger Agreement) so CaseMark can ensure terminology consistency. Optionally, you can provide asset inventories, liability schedules, or due diligence reports to help identify specific items to exclude. CaseMark will generate a comprehensive template with standard categories that you can customize with your transaction-specific exclusions.
How does CaseMark ensure the schedule is consistent with my main transaction agreement?
CaseMark analyzes your uploaded transaction agreement to extract defined terms, party names, and structural references. The generated schedule uses identical terminology, cross-references the appropriate sections of your main agreement, and maintains consistent formatting. This ensures seamless integration and reduces the risk of conflicting provisions between documents.
Can I customize the categories of excluded assets and liabilities?
Absolutely. While CaseMark generates comprehensive standard categories (cash, receivables, IP, real property, contracts, debt, litigation, taxes, etc.), you can add, remove, or modify categories to fit your specific transaction. The AI provides a thorough framework that you can tailor to your deal's unique characteristics and negotiated terms.
Does the schedule include representations and warranties about the exclusions?
Yes. CaseMark automatically generates appropriate representations and warranties confirming that the listed exclusions are complete, that the seller has the right to retain excluded assets, and that excluded liabilities are valid obligations. These representations are calibrated to standard M&A practice and can be adjusted to match your overall deal risk allocation.
How detailed should the descriptions of excluded items be?
CaseMark prompts for sufficient detail to permit unambiguous identification of each excluded item—such as account numbers for bank accounts, registration numbers for intellectual property, legal descriptions for real property, and case numbers for litigation. The level of specificity matches industry standards and helps prevent post-closing disputes about whether particular assets or liabilities were included in the transaction.