An Asset Purchase Agreement is an agreement between a buyer and a seller of a business as to the terms and conditions of the sale of the business. An asset purchase agreement (APA) is a legal document that serves as a framework for how business assets will be transferred from the seller to the buyer.The easiest way to create a Business Purchase Agreement is to use a template that is customized to your state. While you can use this form to summarize your purchase agreement, we may require additional documents during the review process. For all purposes, the parties agree that the Purchase Price shall be allocated among the Purchased Assets in the manner set forth in Schedule 1.5. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.