An asset purchase agreement is the legal document that will govern the transfer of ownership of a business's assets from the seller to the buyer. 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.Before you buy an existing business, find out if the business owes any Texas taxes. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. Form agreement for the purchase and sale of all or substantially all of the assets of a private Texas corporation, drafted in favor of the buyer. THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of. Parties and Recitals. In theory, asset purchase agreements allow buyers to choose the assets they wish to buy and not assume the seller's liabilities. An asset purchase agreement (APA) is a written legal document that formalizes purchasing a business or substantial commercial asset. All personal property purchased or acquired are assets of the university.