All Taxes and assessments (including personal property, income, employment, and franchise Taxes) incurred in the Business have been paid in full. The general rule is that contracts are freely assignable and can be transferred from one party to another.There are, however, exceptions to this general rule. An asset purchase agreement is a legal contract that outlines the terms of an agreement to transfer assets between parties. An APA, or Asset Purchase Agreement, is a contract in which a buyer and seller agree to the transfer of ownership for an asset at an agreed price.