The Asset Purchase Agreement is a legal document used for the transfer of assets in a business transaction involving a Seller and Buyer within Fulton. This agreement facilitates the sale of all specified assets, such as equipment, inventory, and goodwill, while clearly stating liabilities that are not assumed by the Buyer. Key features of this form include sections on the purchase price allocation, payment terms, representations and warranties from both parties, and conditions precedent to closing the sale. It also outlines the responsibilities surrounding security on assets, including UCC filings to protect the Seller's interests. This document serves various use cases for attorneys, partners, owners, associates, paralegals, and legal assistants by providing a structured approach to asset transactions, ensuring all legal protections and obligations are meticulously documented. When filling or editing the form, users should ensure that all exhibits are attached, that specific allocations of the purchase price are made clear, and compliance with local regulations is verified. Proper use of the agreement can help avoid disputes and ensure a smooth transition of business assets.