The Asset Purchase Agreement with Earn Out Provision in Middlesex is a comprehensive legal document designed for the sale of business assets between a Seller and a Buyer. This agreement allows the Buyer to acquire key business assets such as equipment, inventory, and goodwill while specifying the purchase price and payment schedule. A notable feature is the earn out provision, which links additional payments to the future performance of the acquired business, providing an incentive for the Seller to ensure a smooth transition. The document also outlines assumptions of liabilities, conditions precedent to closing, and covenants from both parties, making it a robust framework for such transactions. Key filling and editing instructions include customizing the date, names of parties, asset details, and payment amounts, as well as deleting non-applicable sections. This form is particularly useful for attorneys, partners, and owners involved in business transactions, as well as associates, paralegals, and legal assistants who may need to draft or review purchase agreements. It serves various use cases like business acquisitions, asset divestitures, and transactions that require clear terms of compliance and protection for both Buyer and Seller.