If you are looking to purchase a restaurant in New York, you have two options: (1) buy the sellers' ownership shares; or (2) buy the seller's assets. After you and the seller are on the same page about what assets you plan to purchase, you need your attorney to draft a letter of intent.The Purchase Agreement contains representations, warranties, covenants, indemnifications and closing conditions customary for transactions of this type. Asset Purchase Forms. Below are the key terms that are typically included in an asset purchase agreement. Recitals. Buyer and seller name with addresses with the date of signing.