The Structured Buyout Agreement with Japan in California is designed for use between a Seller and Buyer when acquiring business assets across international borders. This agreement outlines the terms and conditions under which the Seller sells various business assets to the Buyer, including equipment, inventory, and goodwill. It is tailored for legal professionals dealing with asset purchases, especially in the context of international transactions involving Japanese parties. Key features include detailed sections on asset purchase specifics, liability assumptions, exclusions, purchase price allocation, and payment schedules. Each provision requires careful modification to reflect the particular facts relevant to the transaction. Additionally, filling and editing instructions are critical, requiring users to insert relevant dates, names, and amounts where prompted. Use cases include attorneys structuring buyouts for clients with international business interests, partners or owners engaging in asset sales, and legal assistants ensuring compliance with local regulations in asset transfers. Paralegals can benefit from this agreement by facilitating documentation and ensuring all necessary provisions are tailored accurately to the deal.