The document outlines the differences between an asset sale and a business sale in Tarrant, emphasizing that an asset sale involves the purchase of specific assets and liabilities, while a business sale typically includes the sale of the entire business entity, including its contracts and obligations. It details key features such as the definition and specifics of assets being sold, the liabilities assumed by the buyer, the purchase price allocation, and conditions precedent to closing. Filling instructions include clear directions for modifying sections according to specific facts and attorney guidance. The form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants as they navigate asset transactions, ensuring compliance with local laws and protection of client interests. It supports thorough understanding of the nuances involved in structuring sales, which can significantly impact tax and liability issues.