The Asset Purchase Agreement is a legal document focused on the purchase of fixed assets with GST entry in Bronx. It outlines the agreement between the Seller, Selling Shareholder, and Buyer regarding the sale of equipment, inventory, and goodwill, while stipulating that the Buyer does not assume any liabilities of the Seller. The form includes sections detailing the assets purchased, excluded assets, the purchase price allocation, payment terms, conditions precedent, and indemnification obligations. It serves as a comprehensive guideline for real transactions, emphasizing the importance of ensuring all necessary authorizations, disclosures, and inspections are conducted prior to closing. Target audiences, such as attorneys, partners, owners, associates, paralegals, and legal assistants, will find this form crucial for documenting asset transactions, protecting their legal interests, and ensuring compliance with local laws and financial regulations. The clear structure of the agreement facilitates easy filling and editing, enabling users to customize it according to their specific needs.