An asset purchase agreement (APA) is a contract that specifies the assets being transferred from a seller to a buyer. "Az BPPE" has the meaning set forth in the recitals."Balance Sheet" has the meaning set forth in Section 4.05. The buyers and sellers of a group of assets that make up a business use Form 8594 when goodwill or going concern value attaches. In theory, asset purchase agreements allow buyers to choose the assets they wish to buy and not assume the seller's liabilities. The Asset Purchase Agreement Checklist outlines important considerations for buying or selling a business, including assets, liabilities, and contracts. Business Purchase-Sale Agreements. Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary.