Excluded Liabilities Schedule (APA) Template

EXCLUDED LIABILITIES SCHEDULE (APA) TEMPLATE FAQ

What is an Excluded Liabilities Schedule in an APA?

An Excluded Liabilities Schedule is an attachment to an Asset Purchase Agreement that lists the debts, obligations, and other liabilities that stay with the seller and are not taken over by the buyer at closing.

Why is an Excluded Liabilities Schedule important?

It helps prevent disputes by making it clear which liabilities the buyer is not responsible for after the transaction. Together with the Assumed Liabilities provisions, it defines the risk the buyer is taking and what the seller continues to bear.

What types of items are usually listed as excluded liabilities?

Common exclusions include pre-closing taxes, seller’s corporate debt and bank loans, litigation and claims, environmental liabilities, liabilities under contracts not being assigned, employee and benefit obligations not expressly assumed, and any other obligations the parties agree will remain with the seller.

How does this schedule relate to the Assumed Liabilities Schedule?

The Excluded Liabilities Schedule works alongside the Assumed Liabilities Schedule. The APA will usually say that the buyer only takes “Assumed Liabilities” and that all other liabilities are “Excluded Liabilities” and remain with the seller.

Does listing a liability as excluded automatically protect the buyer?

The Asset Purchase Agreement itself usually controls what is assumed and excluded. The schedule supports those definitions by listing specific items. The APA should clearly state that items listed here remain the seller’s responsibility.

Can AI Lawyer help me customize this Excluded Liabilities Schedule (APA)?

Yes. AI Lawyer can help you fill in this Excluded Liabilities Schedule with your party names, APA reference, and detailed lists of taxes, debt, claims, and other obligations that will remain with the seller.