To avoid a worstcase scenario, follow these pointers on drafting a contract that guards your interests as the seller and financier. An Asset Purchase Agreement (APA) is a legally binding contract that outlines the terms and conditions of a business sale or acquisition.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. 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. In sales involving seller financing, the purchase agreement will contain the specific financing arrangement between the buyer and seller. An asset purchase agreement (APA) is a legally binding document that details the terms and conditions related to the purchase and sale of a company's assets. The Asset Purchase Agreement Checklist outlines important considerations for buying or selling a business, including assets, liabilities, and contracts. Sellers can structure a 1031 Exchange with a seller carry-back note. However, using them together is considerably more complex and requires careful planning.