The Asset Purchase Agreement is a crucial legal document for transactions in Houston that outlines the terms under which a buyer acquires selected assets from a seller. This form specifies the assets being sold, any liabilities the buyer is not assuming, and details the purchase price allocation. It includes instructions on payment methods, conditions that must be met prior to closing, and warranties regarding the assets' condition. Notably, the form excludes certain assets such as cash and accounts receivable from the sale, ensuring clarity for both parties. Attorneys, partners, owners, associates, paralegals, and legal assistants find this form essential for structuring asset purchases, ensuring compliance with legal requirements, and facilitating negotiations. Additionally, it sets forth the responsibilities of each party, indemnification terms, and closing procedures. The structured format allows users to fill and edit the necessary information while understanding their obligations and rights within the context of the asset purchase.