This page lists three turns, the messages you send to the AI one after another in the same chat, and then a check of the answer. Keep it open next to your chat. Each turn shows the next thing to paste, with the values you entered already filled in. Nothing is sent from this page, and your conversation stays in the AI tool you are using.
The rep categories with section numbers if you have them.
Target, industry, size, and the agreement's materiality thresholds.
Form of transaction; it changes which schedules exist at all.
Drafting and reviewing call for opposite instincts.
Agreement's governing law plus where the target operates and is regulated.
Watch for these throughout
Hedging language on a schedule qualifies nothing. "There may be other matters" and "to the best of our recollection" either get struck in negotiation or become the first exhibit in an indemnity claim.
A materiality scrape in the indemnification article can neutralize the thresholds the schedules were built on. Reconcile the two articles before circulating any threshold guidance to the deal team.
Cross-references are the most common technical failure. If the agreement lacks an express cross-reference rule, an item disclosed on the wrong schedule may not qualify the rep it was meant to qualify.
Do not put privileged material on a schedule. Disclose the existence and category of a matter without the substance, and coordinate with litigation counsel before describing anything under investigation.
This outline reflects the reps you paste, not the executed agreement. Reconcile section by section against the final document before the schedules go out.