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. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset.An asset purchase agreement is a legal contract that outlines the terms of an agreement to transfer assets between parties. In an asset purchase, the buyer can use the tax basis of the acquired assets, including goodwill, as the purchase price. A somewhat basic level high level presentation on the nuts and bolts of asset purchase sale transactions.