The Asset Purchase Agreement serves as a legally binding document detailing the sale of a business's assets in Suffolk. It outlines the roles of the Seller, Selling Shareholder, and Buyer, along with the assets being purchased, such as equipment, inventory, and goodwill. The form specifies the purchase price allocation and payment terms, ensuring clarity in the financial aspects of the transaction. Additionally, it articulates the liabilities that the Buyer will not assume and highlights excluded assets not included in the sale. The agreement includes sections on representations and warranties, ensuring both parties disclose essential information about their respective obligations and liabilities. Specific use cases for this form are relevant to attorneys, partners, owners, associates, paralegals, and legal assistants, as it streamlines the process of conducting asset purchases, assists in due diligence, and provides legal protection against potential disputes. Users should complete the form thoughtfully, ensuring all sections are filled accurately to avoid future complications.