An asset purchase agreement is a contract for the sale of a business or specific business assets. A stockholders' agreement will restrict transfers of stock, protect an S election, and preclude competition and disclosures of information.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. All required information about the parties involved in the agreement. Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.