Seller desires to sell and Buyer desires to purchase certain assets of Seller used in the Business in accordance with the terms and conditions contained herein. The Asset Purchase Agreement Checklist outlines important considerations for buying or selling a business, including assets, liabilities, and contracts.The Asset Purchase Agreement allows you to purchase specific assets of a business, without accepting any of the associated liabilities or debts of that company. This article offers guidance on helping clients take advantage selling personal goodwill as a tax strategy. An Asset Purchase Agreement is a legally binding contract between a buyer and a seller that details the terms and conditions of the sale of a business's 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. Asset purchases can also be intangibles, such as goodwill, noncompete agreements, or client records.