Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. Organization and Standing.Asset purchase is to limit the purchaser's responsibility for the liabilities and obligations of the seller. RECITALS. THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of January 30,. When a business sells its assets, the primary agreement governing the transaction is an Asset Purchase Agreement (the "APA"). In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.