The Asset Purchase Agreement is a legal document used in Maricopa for the transfer of ownership of a seller's assets to a buyer. This agreement specifies the assets included in the sale, such as equipment, inventory, and goodwill, while explicitly excluding certain items like accounts receivable and cash. It outlines the purchase price and payment terms, requiring buyer to bear applicable taxes. Attorneys, partners, owners, associates, paralegals, and legal assistants can utilize this form to ensure a clear transaction process, protect their clients' interests, and provide a structured approach to asset purchases. Key features include representations and warranties from both parties regarding asset conditions and corporate status, which safeguard against potential disputes. The form also includes covenants for both buyer and seller, ensuring the operational integrity of the seller's business until closing. Additionally, it provides for indemnification clauses, protecting parties from liability concerns post-transaction. Clear filling and editing instructions guide users through entering necessary details, while comprehensive terms outline conditions for closing and states laws governing the agreement.