The Asset Purchase Agreement is a legal document designed for transactions involving the purchase of assets from a business in Queens. This form facilitates the sale of various assets, including equipment, inventory, and goodwill, while explicitly determining the liabilities that the Buyer will not assume. Key features of the agreement include clear delineation of purchased assets and excluded items, conditions for payment, representations and warranties from both parties, and detailed closing procedures. It is vital to follow the instructions for filling out the agreement correctly, such as specifying asset valuations and ensuring all parties sign appropriately. Specific use cases include transactions between corporations and individuals as Sellers, as well as situations where Buyers aim to acquire business assets without taking on existing liabilities. The form is especially useful for attorneys, partners, owners, associates, paralegals, and legal assistants in ensuring compliance with local laws and protecting the interests of their clients. By utilizing this agreement, practitioners can effectively manage asset transfers while minimizing risks associated with such transactions.