The Asset Purchase Agreement outlines the terms under which a Buyer acquires assets from a Seller in Minnesota for cash. This form includes sections that specify the assets being purchased, liabilities not assumed by the Buyer, and payment terms. Key features include the allocation of the purchase price, covenants regarding the operation of the business prior to closing, and the inclusion of non-competition agreements. Users must fill in details such as the names of the parties, descriptions of the assets, and payment amounts. Attorneys, partners, and owners will benefit from this form as it provides a clear structure for asset transfer, minimizing potential liabilities. Paralegals and legal assistants can utilize the form for preparing documentation and ensuring compliance with local regulations. It serves to protect both Buyers and Sellers by outlining representations, warranties, and post-closing obligations clearly.