The Asset Purchase Agreement outlines the terms under which a Buyer acquires assets from a Seller and Selling Shareholder. This agreement is crucial for parties engaged in business transactions as it specifies the assets being sold, the purchase price, and the liabilities not assumed by the Buyer. Key features include detailed sections on assets purchased, payment terms, and covenants to maintain business operations prior to closing. Users are provided with clear instructions for filling out the agreement, including the need for proper identification of the Seller and Buyer, and acknowledgement of the deal by their respective boards. This form is particularly beneficial for attorneys, partners, owners, associates, paralegals, and legal assistants involved in business acquisitions, as it ensures that all legal obligations and representations are documented. The structured format allows for easy editing, and provisions for security interests protect the Buyer’s investment. The form also provides conditions precedent that safeguard both parties until the transaction is finalized, thereby reducing potential disputes.