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.
This workflow is applicable across multiple practice areas and use cases
M&A transactions frequently require detailed schedules of excluded assets and liabilities in both stock and asset purchase agreements to define transaction scope and carve-outs.
This workflow directly supports M&A practice by automating the creation of critical transaction schedules that define what is and isn't included in acquisitions, a core component of nearly all M&A deals.
Private equity firms and VC-backed companies executing asset acquisitions or portfolio company transactions need to clearly delineate excluded assets and liabilities in deal documentation.
PE and VC transactions often involve complex asset carve-outs and liability allocations, making automated schedule generation highly valuable for deal teams structuring acquisitions.
Bankruptcy asset sales under Section 363 require detailed schedules identifying which assets and liabilities are being transferred versus retained by the debtor estate.
Bankruptcy practitioners frequently handle distressed asset sales where precise documentation of excluded assets and assumed versus excluded liabilities is critical for court approval and creditor protection.
Corporate wind-downs and partial dissolutions involving asset sales require clear documentation of which assets and liabilities remain with the dissolving entity versus those being transferred.
Dissolution processes often include asset dispositions where attorneys must carefully document excluded assets and liabilities to protect stakeholders and ensure proper wind-down procedures.
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.
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.
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.
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.
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.