The document outlines an Asset Purchase Agreement, specifically tailored for the sale of distressed business assets in Harris. This form serves as a crucial tool for professionals involved in business transactions, such as attorneys, partners, owners, associates, paralegals, and legal assistants. It details the seller's commitments to sell various assets, including equipment, inventory, goodwill, and any applicable liabilities. Importantly, the agreement stipulates the purchase price and payment terms while outlining any excluded assets. It provides several sections to modify according to the specifics of the transaction and includes instructions for ensuring proper compliance, liability assumptions, and representations by both parties. Additionally, the document addresses conditions precedent, seller and buyer obligations, and post-closing rights. These features are vital for ensuring transparency and protecting all parties' interests during the asset sale process. The clear structure and defined terms make this form user-friendly, even for those with limited legal experience.