The Asset Purchase Agreement is a legal document designed for the purchase of assets from a seller by a buyer in Franklin. This agreement outlines the conditions under which the buyer will acquire specific assets, such as equipment, inventory, and goodwill, while explicitly excluding certain liabilities and assets. Key features include a detailed breakdown of the purchase price, payment terms, and representations and warranties from both parties regarding the title and condition of the assets. The form includes sections addressing the operational conduct leading up to closing, as well as conditions precedent to the buyer's obligations. It facilitates a structured and legally compliant transfer of business assets, making it suitable for transactional attorneys, business partners, and paralegals who assist in asset transfers. Legal assistants will find the provisions concerning indemnification and representations particularly useful for ensuring that both parties are protected from unforeseen claims. Overall, this form serves as a comprehensive toolkit for professionals engaged in the buying and selling of business assets.