Assumed Liabilities Schedule (APA) Template

Assumed Liabilities Schedule to Asset Purchase Agreement dated [APA Date] by and among [Buyer Legal Name], [Seller Legal Name], and [Other Parties, if any]

1. Reference to Asset Purchase Agreement

This Assumed Liabilities Schedule (this “Schedule”) is attached to and forms part of the Asset Purchase Agreement dated as of [APA Date] (the “Agreement”) by and among:

• Buyer: [Buyer Full Legal Name], a [Jurisdiction] [Entity Type];

• Seller: [Seller Full Legal Name], a [Jurisdiction] [Entity Type];

• Other parties (if any): [Names of Other Parties].

Buyer: [Buyer Full Legal Name], a [Jurisdiction] [Entity Type];

Seller: [Seller Full Legal Name], a [Jurisdiction] [Entity Type];

Other parties (if any): [Names of Other Parties].

All capitalized terms used but not defined in this Schedule have the meanings given to them in the Agreement.

2. General Description of Assumed Liabilities

Subject to the terms and limitations set forth in the Agreement, the “Assumed Liabilities” consist only of the following liabilities, obligations, and commitments of Seller related to the Purchased Assets or the Transferred Business, in each case to the extent specifically listed or described in this Schedule:

• Trade accounts payable and accrued expenses described in Section 3;

• Contractual obligations under the Assigned Contracts described in Section 4;

• Lease obligations described in Section 5;

• Customer-related liabilities and obligations described in Section 6;

• Employee and benefits-related liabilities described in Section 7 (if applicable);

• Other specified liabilities described in Section 8.

Trade accounts payable and accrued expenses described in Section 3;

Contractual obligations under the Assigned Contracts described in Section 4;

Lease obligations described in Section 5;

Customer-related liabilities and obligations described in Section 6;

Employee and benefits-related liabilities described in Section 7 (if applicable);

Other specified liabilities described in Section 8.

For clarity, no liability is an Assumed Liability unless it is both covered by the definition of “Assumed Liabilities” in the Agreement and expressly listed or described in this Schedule (unless otherwise stated in the Agreement).

3. Trade Accounts Payable and Accrued Expenses

3.1 Trade Accounts Payable

The following trade accounts payable of Seller related to the Transferred Business and outstanding as of the close of business on [Cut-Off Date] are included in the Assumed Liabilities:

Item 1

Creditor Name: [Creditor Name]

Description / Invoice Reference: [Invoice or Account Reference]

Approximate Amount: [Amount]

Due Date: [Due Date]

Item 2

Creditor Name: [Creditor Name]

Description / Invoice Reference: [Invoice or Account Reference]

Approximate Amount: [Amount]

Due Date: [Due Date]

Item 3

Creditor Name: [Creditor Name]

Description / Invoice Reference: [Invoice or Account Reference]

Approximate Amount: [Amount]

Due Date: [Due Date]

[Additional Items as Needed]

3.2 Accrued Expenses

The following accrued expenses related to the Transferred Business as of [Cut-Off Date] are included in the Assumed Liabilities:

Item 1

Category: [Accrued Expense Category, e.g., “Accrued Utilities,” “Accrued Rent”]

Description: [Short Description]

Approximate Amount: [Amount]

Item 2

Category: [Accrued Expense Category]

Description: [Short Description]

Approximate Amount: [Amount]

4. Assigned Contracts and Related Obligations

The following Contracts (as defined in the Agreement) are being assigned to Buyer under the Agreement, and Buyer will assume the obligations of Seller under such Contracts, in each case only to the extent and from the time specified in the Agreement:

Contract 1

Contract Name / Title: [Contract Name]

Counterparty: [Counterparty Name]

Effective Date: [Contract Effective Date]

Contract Reference / Number: [Reference or Number]

Type of Contract: [Supply / Service / Distribution / License / Other]

Assumed Obligations: [Summary of Obligations Assumed]

Contract 2

Contract Name / Title: [Contract Name]

Counterparty: [Counterparty Name]

Effective Date: [Contract Effective Date]

Contract Reference / Number: [Reference or Number]

Type of Contract: [Supply / Service / Distribution / License / Other]

Assumed Obligations: [Summary of Obligations Assumed]

[Additional Contracts as Needed]

5. Real Property and Equipment Leases

The following real property leases and equipment leases are being assigned to Buyer, and Buyer will assume the obligations of tenant or lessee under such leases to the extent described in the Agreement:

Lease 1

Type of Lease: [Real Property Lease / Equipment Lease]

Landlord / Lessor: [Landlord or Lessor Name]

Premises / Equipment Description: [Description]

Location: [Address or Location]

Lease Commencement Date: [Lease Start Date]

Lease Term / Expiration Date: [Lease Term and Expiration Date]

Assumed Obligations: [Summary of Assumed Lease Obligations]

Lease 2

Type of Lease: [Real Property Lease / Equipment Lease]

Landlord / Lessor: [Landlord or Lessor Name]

Premises / Equipment Description: [Description]

Location: [Address or Location]

Lease Commencement Date: [Lease Start Date]

Lease Term / Expiration Date: [Lease Term and Expiration Date]

Assumed Obligations: [Summary of Assumed Lease Obligations]

[Additional Leases as Needed]

6. Customer Obligations, Deposits, and Warranties

6.1 Customer Deposits and Prepayments

The following customer deposits and prepayments related to the Transferred Business are included in the Assumed Liabilities, to be honored by Buyer in accordance with the Agreement:

Item 1

Customer Name: [Customer Name]

Reference / Order Number: [Order or Project Reference]

Type of Deposit / Prepayment: [Type]

Amount: [Amount]

Item 2

Customer Name: [Customer Name]

Reference / Order Number: [Order or Project Reference]

Type of Deposit / Prepayment: [Type]

Amount: [Amount]

6.2 Customer Orders and Performance Obligations

The following customer orders, projects, or service commitments existing as of [Cut-Off Date] are included, and Buyer will assume the obligation to perform as specified in the Agreement:

Order / Project 1

Customer Name: [Customer Name]

Order / Contract Reference: [Reference]

Summary of Remaining Obligations: [Summary]

Order / Project 2

Customer Name: [Customer Name]

Order / Contract Reference: [Reference]

Summary of Remaining Obligations: [Summary]

6.3 Product or Service Warranties

The following ongoing product or service warranty obligations related to the Purchased Assets or Transferred Business are included in the Assumed Liabilities:

Warranty Category 1

Product / Service Line: [Product or Service Line]

Warranty Description: [Warranty Description]

Warranty Category 2

Product / Service Line: [Product or Service Line]

Warranty Description: [Warranty Description]

7. Employee and Benefits-Related Liabilities (If Applicable)

To the extent expressly provided in the Agreement, the following employee-related obligations are included in the Assumed Liabilities:

Employee Liability Category 1

Description: [e.g., “Accrued vacation for Transferred Employees listed on Schedule [●]”]

Approximate Amount or Method of Calculation: [Amount or Method]

Employee Liability Category 2

Description: [Description]

Approximate Amount or Method of Calculation: [Amount or Method]

[Additional Categories as Needed]

8. Other Specified Assumed Liabilities

The following additional liabilities are included in the Assumed Liabilities, to the extent and on the terms provided in the Agreement:

Other Liability 1

Description: [Description of Liability]

Counterparty (if any): [Counterparty Name]

Approximate Amount: [Amount]

Other Liability 2

Description: [Description of Liability]

Counterparty (if any): [Counterparty Name]

Approximate Amount: [Amount]

9. Exclusions and Cross-References

Without limiting the definition of “Excluded Liabilities” in the Agreement, the parties acknowledge that any liability, obligation, or commitment not expressly included in Sections 3 through 8 of this Schedule is not an Assumed Liability unless the Agreement clearly provides otherwise.

For clarity, reference is made to:

• Excluded Liabilities Section in the Agreement: [Section Reference]

• Excluded Liabilities Schedule (if any): [Schedule Reference]

Excluded Liabilities Section in the Agreement: [Section Reference]

Excluded Liabilities Schedule (if any): [Schedule Reference]

Signatures

The parties sign this Assumed Liabilities Schedule as of the Effective Date of the Agreement, to confirm that it is the agreed Assumed Liabilities Schedule referenced in the Asset Purchase Agreement.

Buyer:

Signature: _______________________________

Printed Name: [Buyer Signatory Name]

Title: [Buyer Signatory Title]

Date: [Date Signed by Buyer]

Seller:

Signature: _______________________________

Printed Name: [Seller Signatory Name]

Title: [Seller Signatory Title]

Date: [Date Signed by Seller]

Witnesses (If Used)

Witness 1:

Signature: _______________________________

Printed Name: [Witness 1 Full Legal Name]

Address: [Witness 1 Address]

Date: [Date Signed by Witness 1]

Witness 2 (if required):

Signature: _______________________________

Printed Name: [Witness 2 Full Legal Name]

Address: [Witness 2 Address]

Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]

County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Buyer Signatory Name] and [Seller Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Assumed Liabilities Schedule (APA) for the purposes stated in it.

Notary Public Signature: _______________________________

Notary Public Printed Name: [Notary Full Name]

My Commission Expires: [Commission Expiration Date]

Notary Seal: ☐