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.We offer the personalized and strategic counsel you need to effectively complete these transactions in Queens, Nassau and throughout New York State. This Asset Purchase Agreement ("Agreement") is made effective as of December 14,. A free template of a Letter of Intent for an Asset Purchase Agreement can be found in our Legal Document and Form Learning Center. Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. This short-form asset purchase agreement is for use in the sale of a seller's assets for cash.