The Asset Purchase Agreement is a legal document outlining the terms under which a Buyer agrees to purchase assets from a Seller, specifically tailored for transactions involving business operations. This form includes detailed definitions of the assets being sold, liabilities assumed, and the purchase price allocation. Key features of the agreement include a clear section on excluded assets, payment terms, and representations and warranties from both parties regarding the state and ownership of the assets. It also highlights the conditions precedent that must be met before closing and offers a remedy structure for breaches and indemnifications. This document is beneficial for attorneys, partners, owners, associates, paralegals, and legal assistants involved in asset transactions by providing a comprehensive framework to ensure compliance with legal standards and clarification of each party’s obligations, thus minimizing potential disputes. Filing and editing instructions emphasize modifying the document to fit specific facts and removing non-applicable provisions, ensuring adaptability to various business scenarios.