The Model Asset Purchase Agreement with Commentary in Chicago outlines the terms under which a seller transfers business assets to a buyer. Key features include a comprehensive list of assets being sold, liabilities assumed by the buyer, and specific conditions that must be met before closing the transaction. The agreement is broken down into sections detailing the purchase price, payment terms, additional agreements (like non-competition clauses), and the responsibilities of both parties leading up to and following the closing. Filling and editing instructions emphasize that users should modify the template to fit their specific circumstances and delete any non-applicable provisions. This form is particularly useful for attorneys, partners, and business owners, as it helps ensure that all necessary legal protections are in place during asset transactions. Paralegals and legal assistants may benefit from familiarizing themselves with the document structure, making it easier to explain the legal processes to clients.