The Asset Purchase Agreement is a legal document essential for transactions involving the purchase of business assets in Ohio. This agreement outlines the terms under which the Buyer acquires substantially all assets of the Seller, including equipment, inventory, goodwill, and liabilities. Key features include provisions for asset identification, purchase price allocation, payment terms, and covenants protecting both parties. It includes sections on representations and warranties, which assure the accuracy of information shared, and indemnification clauses that establish responsibilities for any claims arising from the Seller's prior business operations. Users are instructed to modify clauses as required and ensure compliance with applicable laws, enhancing the agreement's relevance for their specific transaction. This form serves as a vital tool for attorneys, partners, and legal assistants in facilitating a smooth transfer of business assets and minimizing potential disputes. By utilizing this template, professionals can ensure all critical aspects of the asset purchase are addressed comprehensively.