"Escrow Agent" has the meaning set forth in the Escrow Agreement. The most important document in an asset deal is the Asset Purchase Agreement (the "APA").In this article, I will discuss the key provisions of an APA. Against future Note payments, earnout, escrow, etc. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset. The asset purchase agreement typically states in clear terms which liabilities, if any, the buyer has agreed to assume.