An APA spells out the conditions and terms under which a seller will transfer all of the assets that belong to the business to a buyer. Form of Asset Purchase Agreement.Attached as Exhibit. This Asset Purchase Agreement ("Agreement") is made effective as of December 14,. An asset purchase agreement is a legal document used when buying or selling a small business. Read on to understand the basics. Seller's interest in the Property includes: (1) Loss. 1.2 Agreement to Purchase.