An asset purchase agreement (APA) is a legal document that serves as a framework for how business assets will be transferred from the seller to the buyer. This Asset Purchase Agreement (this "Agreement") is made and entered into as of this.In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. For all purposes, the parties agree that the Purchase Price shall be allocated among the Purchased Assets in the manner set forth in Schedule 1.5. Business assets are not considered legally transferred without a properly executed Business Purchase Agreement between the seller and purchaser. A purchaser of the assets of a business will be liable for any unpaid sales tax of the seller, as well as any accrued interest and penalties related thereto. At the time this Asset Purchase Agreement is executed, Buyer shall pay to Seller a non-refundable down payment of Fifty.