The Asset Purchase Agreement in California is a legal document outlining the terms under which a buyer acquires assets from a seller. This agreement specifies that the seller operates a business and wants to sell its assets, such as equipment, inventory, and goodwill, while the buyer expresses a desire to purchase these assets. Key features include the identification of the assets being sold, the exclusion of certain liabilities, the purchase price and payment terms, as well as representations and warranties from both the seller and buyer regarding their corporate existence and authority. It includes provisions for security interests and additional agreements like non-competition clauses. This form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants involved in business transactions, as it provides a framework for negotiating and formalizing asset transfers. Filling and editing instructions emphasize clarity and accuracy, ensuring all parties understand their rights and obligations within the transaction. The form is suitable for those transitioning business ownership or acquiring new business assets, helping mitigate risks related to asset acquisition.