An Asset Purchase Agreement is a legally binding contract between a buyer and a seller that details the terms and conditions of the sale of a business's assets. Contact Davis Business Law for a lawyer to buy or sell your business in Dallas, TX. From mergers to asset purchases, we've got you covered.A sample asset purchase agreement is a legal document outlining the provisions overseeing the sale and purchase of specific assets between two parties. Seller has delivered to the Buyer correct and complete copies of the Leases and each lease is legal, valid, binding, enforceable, and in full force and effect. Seller has furnished to Buyer complete and accurate copies of its Certificate of Formation and Operating Agreement. "Excluded Assets" has the meaning given in the Master Purchase Agreement. "Excluded Contracts" has the meaning given in the Master Purchase Agreement.