The document outlines the Asset Purchase Agreement, detailing the difference between an asset sale and a business sale in Orange. In an asset sale, the buyer acquires specific assets and liabilities rather than the entire business entity, affecting tax implications and liability exposure. This agreement delineates items to be sold, payment terms, asset exclusions, and responsibilities regarding liabilities. Key features include asset descriptions, agreements on payment structure, security interests, and representations from both parties. It’s crucial for attorneys, partners, owners, associates, paralegals, and legal assistants to understand this distinction for better advising clients on ownership transitions. These users will appreciate the form's structured sections for easy modification, clarity on liability issues, and clear instructions for filling out the necessary provisions. The agreement serves as an essential legal tool for facilitating asset transactions while protecting both buyers and sellers from future liability.