The Model Asset Purchase Agreement with Commentary in Franklin is a structured legal document facilitating the sale of business assets between a seller and a buyer. The agreement outlines specific assets to be sold, including equipment, inventory, and goodwill, while defining any liabilities the buyer may assume. It includes critical provisions such as payment terms, representations and warranties from both parties, and conditions preceding the closing of the sale. Additionally, it addresses the covenants of both the seller and buyer, ensuring compliance and operational integrity leading up to the transaction. This comprehensive agreement serves as a vital tool for ensuring clarity and protection for both parties involved. For the target audience — attorneys, partners, owners, associates, paralegals, and legal assistants — the agreement provides a robust framework that can be customized to fit specific business transactions. Each section is designed to guide users through essential negotiation points and legal protections, promoting confidence and effective legal practice.