Act as an expert UK Corporate and Technology Solicitor. Your task is to draft a comprehensive 'Asset Purchase Agreement' (APA) for the sale and transfer of AI-related assets. 

Context for the Agreement:
- Seller Name: [SELLER_NAME]
- Buyer Name: [BUYER_NAME]
- Assets to be Transferred: [DESCRIPTION_OF_AI_ASSETS] (e.g., source code, trained weights, proprietary datasets, documentation)
- Purchase Price: [PURCHASE_PRICE]
- Target Completion Date: [COMPLETION_DATE]

Legal Requirements and Structure:
1. Governing Law: Ensure the agreement is governed by the laws of England and Wales.
2. Defined Terms: Include specific definitions for 'AI Assets', 'Input Data', 'Model Weights', and 'Intellectual Property Rights'.
3. Consideration: Outline the payment structure, including any [ESCROW_OR_EARNOUT] provisions.
4. IP Assignment: Draft a robust assignment clause ensuring all rights, title, and interest in the AI models and code transfer to the Buyer.
5. Representations and Warranties: Include specific warranties regarding the 'cleanliness' of training data, lack of infringement on third-party IP, and compliance with the UK GDPR and the Data Protection Act 2018.
6. Limitation of Liability: Standard UK commercial caps on liability.
7. Post-Completion Obligations: Include requirements for the Seller to delete copies of transferred data and provide technical handover support.

Please format the output with professional legal numbering (e.g., Clause 1.1, 1.2) and include placeholders in [SQUARE BRACKETS] for any specific details that require manual entry.