An asset purchase agreement (APA) is a legal contract in which a seller spells out to a buyer exactly what assets are being sold. Each sale has different pros and cons.An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset. An asset purchase involves the acquirer buying some or all of the assets of the target company, with the proceeds paid to the target company itself. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. Because an asset sale is not a typical transaction for most businesses, the isolated or occasional sale exemption may apply. The purchase agreement must be carefully drafted and customized for these economic details.