The parties acknowledge and agree that all Earn-Out payments, if any, shall be allocated to goodwill of Seller. Goodwill is generally considered to be the amount paid for a business over its fair market value or its identified assets.Ensure a successful asset acquisition with our detailed asset purchase agreement checklist, covering all critical steps from agreements to finalization. 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 asset purchase agreement (APA) is a contract that specifies the assets being transferred from a seller to a buyer. Seller desires to sell and Buyer desires to purchase certain assets of Seller used in the Business in accordance with the terms and conditions contained herein. Acquired Assets, including the name. ," all goodwill associated with the. Goodwill. A typical asset purchase agreement will deal with the following matters: Goodwill.