Contact
← All workflows

List of Excluded Assets and Liabilities

Draft Excluded Assets Schedules in Minutes, Not Hours

12 minutes with CaseMark

Fast lane

We have it from here.

Choose the fast one-off run here, or jump into the workspace when you want saved history, revisions, and a fuller matter workflow.

Run this once here

Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

Use in Workspace

Best for ongoing matters

Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

Open in Workspace

Need more context?

Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

Jump to detailsOpen in Workspace

Start here

Run this workflow now

Best for a fast one-off run. Add your email, upload the files, and we'll deliver the result without sending you into the full app.

Workflow

List of Excluded Assets and Liabilities

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

List of Excluded Assets and Liabilities

Overview

Manually drafting excluded assets and liabilities schedules requires hours of document review, cross-referencing transaction agreements, researching standard exclusions, and ensuring consistency across multiple schedules. Attorneys must meticulously categorize each asset and liability while verifying compliance with industry standards and avoiding ambiguities that could derail deals.

Preparing comprehensive Lists of Excluded Assets and Liabilities is time-intensive and error-prone, requiring meticulous categorization of assets and liabilities while maintaining perfect consistency with the main transaction agreement. Missing a single excluded item or creating ambiguity in descriptions can lead to costly post-closing disputes and potential breach of contract claims.

CaseMark automates the creation of detailed, categorized schedules of excluded assets and liabilities that integrate seamlessly with your transaction agreements. Our AI analyzes your deal documents to generate comprehensive inventories with proper legal formatting, consistent terminology, and appropriate representations—reducing hours of manual drafting to minutes.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

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

What you get

  • Preamble

  • Definitions

  • List of Excluded Assets

  • List of Excluded Liabilities

  • Representations and Warranties

  • Miscellaneous Provisions

What it handles

  • Preamble

  • Definitions

  • List of Excluded Assets

  • List of Excluded Liabilities

  • Representations and Warranties

  • Miscellaneous Provisions

Required documents

  • Primary Transaction Agreement

    The main Asset Purchase Agreement, Stock Purchase Agreement, or Merger Agreement that this schedule will support

    PDF, DOCX

Supporting documents

  • Asset Inventory List

    Detailed inventory of seller's assets to identify items being retained

    PDF, DOCX, XLSX

  • Liability Schedule

    List of seller's outstanding liabilities and obligations

    PDF, DOCX, XLSX

  • Due Diligence Reports

    Financial, legal, or operational due diligence findings identifying excluded items

    PDF, DOCX

  • Previous Transaction Schedules

    Reference schedules from similar transactions for formatting and content guidance

    PDF, DOCX

Why teams use it

Generate complete exclusion schedules in 12 minutes vs. 4+ hours manually

Automatically extract and categorize assets and liabilities from transaction documents

Access verified templates and language from trusted legal sources like NVCA and bar associations

Ensure consistency across all transaction documents with AI-powered cross-referencing

Reduce risk of omissions or ambiguities that could complicate deal closing

Questions

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.

Related

Access and Indemnity Agreement (Due Diligence)

Draft Property Access Agreements in Minutes with AI

Access Indemnity Agreement

Draft Access & Indemnity Agreements in Minutes

Ad Fund Agreement

Draft Ad Fund Agreements in Minutes, Not Hours