An asset purchase agreement (APA) is a written legal document that formalizes purchasing a business or substantial commercial asset. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and.An asset purchase agreement is the legal document that will govern the transfer of ownership of a business's assets from the seller to the buyer. An Asset Purchase Agreement is a legally binding contract between a buyer and a seller that details the terms and conditions of the sale of a business's assets. Assets included with the purchase agreement: The business's assets should be listed in the purchase agreement, specifying what is included with the sale. Parties and Recitals. An asset purchase contract defines the assets and liabilities to be sold when one company purchases another.