The purchase price can include cash, promissory notes, assumptions of liabilities, dividends of cash or assets out of a company before a sale, deferred. 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.A seller must give all prospective purchasers Form TP153, Notice to Prospective Purchasers of a Business or Business Assets. If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them. Mutual NonDisclosure Agreement (NDA). Letter of Intent (LOI). A purchase and sale agreement is a contract that details the responsibilities of the buyer and seller during a real estate transaction.