The Asset Purchase Agreement is a comprehensive legal document facilitating the sale of distressed business assets in Middlesex. This agreement outlines the terms under which the seller, who owns various assets such as equipment and inventory, agrees to sell these assets to the buyer for a specified purchase price. Key features include detailed sections on the assets purchased, liabilities assumed, excluded assets, and the payment structure. The form also includes provisions for security interests, representations and warranties from both parties, and conditions precedent to closing the agreement. For the target audience of attorneys, partners, owners, associates, paralegals, and legal assistants, this document serves as a vital tool in negotiating and finalizing transactions involving distressed assets. Specific use cases include protecting buyer interests by ensuring proper due diligence, managing seller liabilities, and structuring asset transfers efficiently. Additionally, the form highlights necessary legal requirements and provides clarity on the obligations of both parties, ensuring a smooth transaction process.