The Asset Purchase Agreement is a legal document designed for the sale and purchase of assets between a seller and a buyer in New York. This form outlines the specifics of the transaction, including the assets involved, the purchase price, and the payment structure. Key features of the agreement include provisions on excluded assets, representations and warranties from both parties, and conditions precedent to the obligations of both seller and buyer. Instructions for filling out the form include specifying the seller and buyer details, asset descriptions, and financial terms. It's essential to clarify obligations such as non-assumption of liabilities, confidentiality, and indemnification. This form is particularly useful for attorneys, partners, ownership groups, associates, paralegals, and legal assistants, as it provides a standard procedure for asset transactions, minimizes legal risks, and ensures compliance with New York laws. The structured format makes it easy for users to understand and fill in critical information accurately.