The Asset Purchase Agreement outlines the terms under which a Buyer acquires substantially all assets from a Seller's business, including equipment, inventory, and goodwill. It includes detailed sections regarding the purchase price, payment schedule, liabilities assumed by the Buyer, and assets excluded from the sale. This document is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants in the Bronx conducting asset purchases in SAP. Key features include clauses for security interests in the assets, representations and warranties by both parties, and conditions precedent to closing. The form requires modification to fit specific facts, allowing for tailored agreements that reflect the negotiators' intentions. It also specifies obligations for both Seller and Buyer upon closing, ensuring a smooth transaction process, and includes provisions for indemnification and dispute resolution. For legal professionals, this agreement serves as a foundational document in the asset purchasing process, ensuring compliance with local laws and protecting the interests of their clients.