The Asset Purchase Agreement is a formal contract that facilitates the sale of a seller's business assets to a buyer, particularly focusing on a fixed asset purchase with GST entry in Chicago. This agreement outlines the assets included in the sale, primarily equipment and inventories, while excluding liabilities such as accounts receivable. The document details the purchase price allocation, payment structure, and covenants regarding the operation of the business prior to closing. It emphasizes the buyer's responsibility for taxes and includes provisions for security interests to protect the seller's interests. The form is integral for attorneys, partners, owners, associates, paralegals, and legal assistants involved in business transactions. Clear instructions for edits are provided, ensuring all parties understand their obligations and rights. This agreement is essential for ensuring compliance with local regulations and facilitates a smooth transaction process, making it a valuable tool in mergers and acquisitions.