You should specify what the seller is offering to the buyer and any exclusions that apply in this clause. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and.Assets included with the purchase agreement: The business's assets should be listed in the purchase agreement, specifying what is included with the sale. 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. This article discusses the elements of buying or selling a small business in Texas, whether the business is focused on real estate or otherwise. Call The Byrd Law Firm's Houston attorneys for the legal representation you need.