The Asset Purchase Agreement with Lease in Queens is a comprehensive legal document that outlines the terms under which the Buyer acquires substantially all assets of the Seller's business, including equipment, inventory, and goodwill. Key features of the agreement include detailed provisions on the assets being purchased, any liabilities assumed by the Buyer, and exclusions from the sale. Additionally, it specifies the purchase price allocation, payment terms, and conditions that must be met prior to closing. The form also covers essential elements such as representations and warranties from both parties, security interests in collateral, and indemnification clauses. This Agreement is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants engaged in business transactions, as it provides a structured framework for asset transfers while clarifying the responsibilities of both parties involved. Users should carefully modify the template to fit their specific facts and circumstances and seek legal counsel as needed to ensure compliance with local laws.