Form agreement for the purchase and sale of a division or line of business of a private US corporation, drafted in favor of the seller. This Practical Law Company Microsoft Word template is for a standard bill of sale to accompany an asset purchase agreement.It includes drafting notes. Assignment and assumption agreement, substantially in the form attached hereto as Exhibit. (the "Assignment and Assumption. This form contemplates an asset purchase of a complete business. It is drafted to strongly favor the seller. A simple form asset purchase agreement (APA) for the sale and purchase of a small business, operating from a single freehold site, as a going concern. The Purchase Price shall be paid at the Closing as follows: (a).