Exhibit 2.1. EXECUTION. An APA is a legallybinding contract between a buyer and seller that finalizes the terms and conditions of an acquisition.DRINKS AMERICAS HOLDINGS, LTD, a Delaware corporation ("Buyer"), and. This Asset Purchase Agreement ("Agreement") is made effective as of December 14,. Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary. Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. Avoid the March madness and score high on your next draft asset purchase agreement.