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.An APA is a legallybinding contract between a buyer and seller that finalizes the terms and conditions of an acquisition. There may also be an escrow holdback from the closing proceeds to protect the purchaser if indemnification claims arise. How will the purchase price be paid? • If escrow held for more than one year, then a portion of escrow will be treated as interest under the original issue.