The Asset Purchase Agreement long form in Wake is a legally binding document designed to facilitate the sale of substantially all assets of a business from a seller to a buyer. This agreement outlines key aspects, including the assets to be purchased, assumptions of liabilities, the purchase price allocation, and payment terms. It also includes sections on seller and buyer representations, warranties, covenants, and conditions precedent to closing. Parties involved must modify the template to fit their specific situation, delete non-applicable provisions, and ensure all required signatures are obtained. This form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants involved in business transactions, as it provides a structured process for asset transfers while protecting the interests of all parties. By clearly defining terms and conditions, it minimizes the risk of disputes post-transaction and ensures compliance with relevant laws.