The Asset Purchase Agreement in Texas is a formal contract between a seller and a buyer regarding the purchase of business assets. Key features of this agreement include a detailed listing of assets being sold, the exclusion of certain liabilities, the allocation of purchase price, and representations and warranties by both parties. The form outlines payment terms and conditions for both the buyer and seller, ensuring clarity about obligations at closing. Attorneys, partners, owners, associates, paralegals, and legal assistants can utilize this form to guide negotiations and ensure compliance with Texas law. It serves as a critical tool in protecting interests during asset transactions, providing a clear structure for both parties. Filling and editing instructions emphasize mutual agreement and the importance of specifying all terms to avoid disputes. This agreement is commonly used in mergers, acquisitions, and business transitions, making it essential for professionals involved in business law.