The Asset Purchase Agreement is a legal document utilized in Middlesex for the sale of a business's assets for cash. It outlines the agreement between the Seller and Buyer, detailing the assets being sold, such as equipment, inventory, and goodwill, and addresses liabilities to be assumed or retained by the Buyer. The form includes provisions for payment schedules, conditions for the closing of the sale, and warranties and representations made by both parties regarding the assets. Additionally, it specifies the obligations of each party before and after closing, including handling of taxes and indemnifications. This form is useful for attorneys, business partners, owners, associates, paralegals, and legal assistants as it offers a clear structure for negotiations and documentation of asset transactions. Users should modify the agreement to fit their specific circumstances, filling in necessary details and ensuring compliance with local laws. It serves as a vital tool for ensuring that all parties are aware of their rights and obligations during the asset transfer process.