The difference between an asset sale and a business sale in Los Angeles mainly revolves around what is being sold. In an asset sale, the buyer acquires specific assets of the business, such as inventory, equipment, and goodwill, while a business sale often involves buying the entire entity including its assets and liabilities. This document, an Asset Purchase Agreement, outlines the terms for an asset sale including what assets are included or excluded, the purchase price, and liabilities assumed by the buyer. Users are instructed to carefully modify the form to fit their unique facts and circumstances. Attorneys, owners, and other legal professionals will find this form useful as it provides essential details on asset identification, pricing, and liability allocation crucial for structuring a sale correctly. Furthermore, specific sections guide users on the necessary agreements and warranties to ensure compliance and protect against potential future liabilities. The clear, structured format and straightforward language used in this form make it accessible for users with varying legal expertise.