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. This document is an agreement for the sale and purchase of a business and assets as a going concern.Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. 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. Drafting Asset Purchase Agreements: Standard (and Not-So-Standard) Clauses. An asset purchase agreement (APA) is a legal document through which a business can sell its property, tangible or not, to another party. Get a free sample here!