This document is an Asset Purchase Agreement designed to outline the terms of a sale of assets in Georgia. The primary difference between an asset sale and a business sale lies in what is being transferred; an asset sale involves acquiring specific assets of a business, whereas a business sale typically includes the entire entity along with its assets and liabilities. This agreement defines the assets being sold, including equipment, inventory, and goodwill, while highlighting liabilities the buyer may assume. Key features include detailed sections on purchase price allocation, assumption of liabilities, and security agreements. Filling instructions require customization of specific sections, and attention to detail is crucial to ensure compliance with Georgia laws. Use cases are relevant for attorneys, partners, owners, associates, paralegals, and legal assistants engaged in business transactions, as they facilitate asset acquisitions, protect client interests, and ensure proper documentation is executed.