The Asset Purchase Agreement is a legal document designed for transactions involving the sale and purchase of assets, specifically tailored for use in Chicago. This agreement outlines the roles of the Seller, Selling Shareholder, and Buyer, detailing the assets involved, the purchase price, and payment terms. Key features include provisions for the exclusion of certain liabilities and assets, representations and warranties by both parties, and the conditions precedents for closing the deal. Filling and editing instructions are straightforward: parties must accurately detail the assets being purchased and other essential information such as payment amounts and due dates. Specific use cases are relevant for attorneys, partners, and owners who may be engaged in the sale of a business, offering them a clear framework to protect their interests. Paralegals and legal assistants can benefit from understanding the structure of the document to assist in its preparation and filing. Overall, the form serves as an essential tool in ensuring compliance and minimizing risks in asset transactions in Chicago.