1.2 Agreement to Purchase. An APA spells out the conditions and terms under which a seller will transfer all of the assets that belong to the business to a buyer.All authorizations, approvals, renewals and consents required under. An asset purchase agreement is a legal contract that outlines the terms of an agreement to transfer assets between parties. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price.