The Asset Purchase Agreement Long Form in Allegheny outlines the terms under which a Buyer purchases substantially all assets from a Seller engaged in business operations. Key features include clear definitions of assets being sold, liabilities assumed by the Buyer, and the purchase price allocation. The document includes sections detailing the Seller's representations and warranties, covenants, and conditions for closing, ensuring protection for both parties throughout the transaction. It is designed to be filled out by customizing sections to match the specific transaction, allowing parties to delete non-applicable provisions. This form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants involved in business transactions, as it provides a structured framework for ensuring that all legal requirements are met and that the terms of the sale are clearly documented. Additionally, it facilitates a comprehensive understanding of the obligations and expectations of both the Buyer and Seller, promoting transparency and legal compliance in asset transfers.