The Asset Purchase Agreement is a legal document designed for a transaction involving the sale of a seller's business assets to a buyer, specifically tailored for use in Alameda. This agreement outlines the specifics of the purchase, including the assets being sold, the purchase price, and the payment terms. Key features include the exclusion of certain liabilities by the buyer, provisions for goodwill, and specific closing conditions. Users are guided on how to fill out and edit the form, particularly focusing on areas such as asset descriptions and purchase price allocations. Additional agreements, such as non-competition and consulting agreements, are also part of the process and must be executed at the closing. The document is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants involved in mergers and acquisitions, providing clear structure and protective measures to ensure a smooth transaction. Users will appreciate the clarity of the sections, allowing for straightforward customization to suit individual sale circumstances.