The Asset Purchase Agreement outlines the terms under which a buyer acquires substantially all assets of a seller's business, primarily focusing on the sale of equipment, inventory, and goodwill. This form includes crucial sections on the purchase price allocation, payment schedules, and responsibilities regarding liabilities that the buyer will not assume. Key features include the delineation of included and excluded assets, representations and warranties by both parties, and conditions precedent for closing the agreement. Fillable areas allow for customization with specific details about the seller, buyer, and transaction terms, making it user-friendly for legal professionals. This form is particularly useful for attorneys, executives, and associates involved in business acquisitions, allowing them to navigate asset purchases comprehensively while ensuring compliance with legal standards. Paralegals and legal assistants can use this template to facilitate document preparation, ensuring all requisite details are captured accurately.