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. If it's an asset sale, list the specific assets and liabilities included in the sale.This can include equipment, inventory, contracts, trademarks, and debts. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. This Asset Purchase Agreement (this "Agreement") is made and entered into as of this. 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. A purchaser of the assets of a business will be liable for any unpaid sales tax of the seller, as well as any accrued interest and penalties related thereto. Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller.