Excluded Liabilities Schedule (APA) Template

Excluded Liabilities Schedule (APA) Template

Excluded 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 Excluded 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].

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

2. General Description of Excluded Liabilities

Subject to the terms and limitations set out in the Agreement, the “Excluded Liabilities” consist of all liabilities, obligations, and commitments of Seller and its Affiliates other than the Assumed Liabilities, including, without limitation, the specific categories and items described in this Schedule.

Without limiting the generality of the foregoing, Excluded Liilities include, but are not limited to, the items set out in Sections 3 through 8 below.

3. Taxes and Indebtedness

3.1 Taxes

The following tax-related liabilities are Excluded Liabilities and remain the responsibility of Seller:

• All Taxes of Seller or any Affiliate of Seller for any period ending on or before the Closing Date.

• All Taxes arising out of or related to the ownership or use of the Excluded Assets.

• Any Taxes arising from or attributable to the transactions contemplated by the Agreement that are allocated to Seller under the Agreement.

Specific Tax Items (if to be listed individually):

Item 1
Description: [Description, e.g., “Income taxes for fiscal year ending [Date]”]
Approximate Amount: [Amount, if known]

Item 2
Description: [Description, e.g., “Unpaid sales/use tax assessments for periods prior to [Date]”]
Approximate Amount: [Amount, if known]

[Additional Items as Needed]

3.2 Indebtedness and Financing Obligations

The following indebtedness and financing obligations are Excluded Liabilities:

• All principal, interest, fees, and other amounts owing under any credit facilities, term loans, lines of credit, notes, debentures, bonds, or similar indebtedness of Seller or its Affiliates, except to the extent expressly assumed in the Agreement.

• All guarantees, letters of credit, or similar credit support obligations issued by Seller or its Affiliates for the benefit of third parties, unless expressly assumed by Buyer.

Specific Indebtedness Items (if listed):

Item 1
Lender: [Lender Name]
Instrument / Facility: [Loan Agreement / Note / Credit Facility Name]
Approximate Outstanding Amount: [Amount]

Item 2
Lender: [Lender Name]
Instrument / Facility: [Loan Agreement / Note / Credit Facility Name]
Approximate Outstanding Amount: [Amount]

[Additional Items as Needed]

4. Litigation, Claims, and Investigations

The following are Excluded Liabilities and remain with Seller:

• All liabilities arising out of or relating to any pending, threatened, or potential litigation, arbitration, claim, or proceeding involving Seller or its Affiliates, whether or not disclosed, to the extent relating to periods before the Closing Date or to Excluded Assets.

• All liabilities arising out of or relating to governmental or regulatory investigations, audits, or enforcement actions involving Seller or its Affiliates for periods before the Closing Date.

Specific Matters (if listed):

Matter 1
Title / Reference: [Case or Matter Name]
Forum / Agency: [Court or Agency]
Description: [Short Description of Claim or Investigation]

Matter 2
Title / Reference: [Case or Matter Name]
Forum / Agency: [Court or Agency]
Description: [Short Description]

[Additional Matters as Needed]

5. Environmental and Health & Safety Liabilities

The following environmental and health and safety-related obligations are Excluded Liabilities:

• All liabilities arising from any environmental condition, contamination, or violation of environmental laws at any property owned, leased, or operated by Seller or its Affiliates, whether known or unknown, that occurred or existed prior to the Closing Date.

• All liabilities related to the handling, storage, disposal, or release of hazardous materials by Seller or its Affiliates prior to the Closing Date.

• All fines, penalties, or remedial obligations imposed by any governmental authority relating to pre-Closing environmental or health and safety matters.

Specific Environmental Matters (if listed):

Matter 1
Site / Facility: [Site Name or Address]
Description: [Short Description of Issue]

Matter 2
Site / Facility: [Site Name or Address]
Description: [Short Description]

[Additional Matters as Needed]

6. Employee, Benefit, and Compensation Liabilities

Unless expressly included in the Assumed Liabilities under the Agreement, the following are Excluded Liabilities and remain the responsibility of Seller:

• All obligations for wages, salaries, bonuses, commissions, accrued vacation, sick pay, and other compensation for employees of Seller attributable to periods prior to the Closing Date.

• All liabilities related to any employee benefit plans, pension plans, retirement plans, stock option plans, or other compensation arrangements of Seller or its Affiliates, except to the extent specifically assumed in the Agreement.

• All severance, termination, or change-in-control payments owed to any employee or service provider of Seller or its Affiliates, except as expressly assumed.

• Any liabilities arising from claims of wrongful termination, discrimination, harassment, wage and hour violations, or similar employment-related claims based on acts or omissions occurring prior to the Closing Date.

Specific Employee or Plan Liabilities (if listed):

Item 1
Description: [e.g., “Accrued vacation for non-transferred employees as of [Date]”]
Approximate Amount: [Amount or method of calculation]

Item 2
Description: [e.g., “Obligations under Seller’s defined benefit pension plan”]
Approximate Amount: [Amount or method of calculation]

[Additional Items as Needed]

7. Contracts, Leases, and Obligations Not Assumed

The following contractual liabilities and obligations are Excluded Liabilities, except to the extent expressly listed as Assumed Liabilities in the Agreement or the Assumed Liabilities Schedule:

• All obligations under any Contracts that are not listed as “Assigned Contracts” in the Agreement or in the Assumed Liabilities Schedule.

• All obligations under leases, subleases, or licenses for real property or personal property that are not expressly assigned to Buyer.

• Any obligations arising out of customer or supplier relationships not specifically assigned to Buyer.

Examples of Non-Assigned Contracts (if listed):

Contract 1
Contract Name / Title: [Contract Name]
Counterparty: [Counterparty Name]
Contract Type: [Type]
Description: [Short Description]

Contract 2
Contract Name / Title: [Contract Name]
Counterparty: [Counterparty Name]
Contract Type: [Type]
Description: [Short Description]

[Additional Contracts as Needed]

8. Other Excluded Liabilities

In addition to the categories above, the following specific liabilities and obligations are Excluded Liabilities to the extent provided in the Agreement:

Excluded Liability 1
Description: [Description of Liability, e.g., “Any fines or penalties arising from Seller’s failure to file required reports prior to Closing.”]

Excluded Liability 2
Description: [Description of Liability, e.g., “Obligations under Seller’s shareholder or governance agreements.”]

Excluded Liability 3
Description: [Description of Liability]

[Additional Items as Needed]

9. Clarifications and Cross-References

9.1 General Rule

For clarity, any liability or obligation of Seller or its Affiliates that is not expressly included in the Assumed Liabilities, as defined in the Agreement and detailed in the Assumed Liabilities Schedule, will be treated as an Excluded Liability and will remain the sole responsibility of Seller, except as otherwise provided in the Agreement.

9.2 Cross-References

Reference is made to the following sections and schedules of the Agreement for additional detail:

• Assumed Liabilities definition: [Section Reference in Agreement]

• Excluded Liabilities definition: [Section Reference in Agreement]

• Assumed Liabilities Schedule: [Schedule Reference]

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

Signatures

The parties sign this Excluded Liabilities Schedule as of the Effective Date of the Agreement to confirm that it is the Excluded 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 Excluded 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: ☐