The Asset Purchase Agreement is a legal document used in Illinois outlining the terms for the purchase of assets from one party (Seller) to another (Buyer). It details the assets being sold, such as equipment, inventory, and goodwill, and specifies any liabilities that the Buyer may assume. Key features include sections on asset purchase, payment structure, representations and warranties, indemnification, closing processes, and various covenants. Filling instructions require the parties to modify the form to reflect their specific facts and delete any non-applicable provisions. The form is particularly valuable for attorneys, partners, owners, associates, paralegals, and legal assistants engaged in business transactions, as it provides a clear framework for negotiating terms and safeguarding the interests of both parties. Use cases include mergers, acquisitions, or the sale of a business where significant assets are involved, ensuring legal compliance and clarity in asset transfer.