This article will discuss the law applicable to lease-options and lease-purchases including the overlap with the law of executory contracts. 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.1. Sale And Purchase Of The Assets. 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. Lease payments for business assets are typically tax deductible. With an asset purchase, the buyer can step up the tax basis on the target corporation's appreciated assets to reflect the purchase price. Asset purchases occur between a seller and buyer of a company's assets, including facilities, vehicles, equipment, stock, and inventory. WHEREAS, Seller owns interests in certain oil and gas leases and related assets in the State of Texas; and. 1. Sale And Purchase Of The Assets. An asset sale is a type of business transaction in which a buyer purchases all, or part of, a selling business' assets.