Our business and real estate attorneys are experienced in drafting and negotiating complex letters of intent and business purchase and sale agreements. An asset purchase agreement (APA) is a critical document that outlines the sale of a business or its assets.An APA, or Asset Purchase Agreement, is a contract in which a buyer and seller agree to the transfer of ownership for an asset at an agreed price. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset. TABLE OF CONTENTS. Page. This set provides coverage of every aspect of probate law and estate and trust administration in Texas. It includes sample forms and letters. Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary.