The Asset Purchase Agreement is a legal document designed for the sale and purchase of business assets between sellers and buyers. This form details the assets being sold, such as equipment, inventory, and goodwill, and outlines the purchase price along with payment terms. It explicitly states the assets included and those excluded from the sale, highlighting that the buyer will not assume certain liabilities. The agreement requires both parties to fulfill representations and warranties regarding their corporate status and the condition of the assets. Additionally, it specifies conditions precedent that must be met prior to closing, ensuring both parties understand their obligations during the transaction. Attorneys, partners, owners, associates, paralegals, and legal assistants will find this form useful for structuring asset purchases, as it provides a thorough framework to protect the interests of all parties involved while facilitating the smooth transfer of business assets.