| name | excluded-assets-liabilities |
| title | Excluded Assets and Liabilities Schedule |
| description | Drafts a categorized schedule of excluded assets and liabilities as an exhibit to an asset purchase agreement. Delineates retained assets and unassumed liabilities by class. Use when drafting APA schedules, negotiating asset carve-outs, preparing closing exhibits, or defining exclusion scope in M&A asset sales. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/excluded-assets-liabilities |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | general |
| practice | corporate |
| language | en |
Excluded Assets and Liabilities Schedule
Drafts a schedule/exhibit to an APA enumerating assets retained by seller and liabilities not assumed by buyer.
Prerequisites
- Near-final APA — title, date, section referencing this schedule
- Party details — full legal names, jurisdictions
- Asset inventory — sold vs. retained
- Liability allocation — which obligations stay with seller
- Defined terms from the main agreement
Quick Start
- Gather APA details, party information, and asset/liability lists
- Draft preamble referencing the principal agreement
- Cross-reference or locally define key terms
- Enumerate excluded assets by category with item-level specificity
- Enumerate excluded liabilities by category with identifying detail
- Add seller representations and standard miscellaneous provisions
- Verify every material retained asset and unassumed liability is listed
Core Sections
1. Preamble
- Full legal names and jurisdictions of both parties
- Reference principal agreement (title, date, governing section)
- State schedule is exhaustive and controlling for exclusion determinations
2. Definitions
Cross-reference main agreement definitions. Define locally only if APA lacks them:
- Excluded Assets / Excluded Liabilities — eliminate interpretive ambiguity
- Affiliate / Subsidiary — if intercompany items exist
- Intellectual Property — if IP carve-outs involved
- Permitted Encumbrances — if real property excluded
State explicitly whether incorporating by reference or defining independently.
3. Excluded Assets
Draft each category with item-level specificity. Match detail to materiality.
| Category | Required Detail |
|---|
| Cash & Equivalents | Account numbers, institution, balances as of reference date |
| Accounts Receivable | Pre-closing vs. specific customers; cut-off methodology |
| Intellectual Property | Registration numbers, jurisdictions (patents, marks, copyrights, trade secrets, domains) |
| Real Property & Leaseholds |
