"Alameda" has the meaning in the introductory paragraph hereto. "Alameda Names" is defined in Section 7.2(b).This Asset Purchase Agreement (the Agreement ) is made as of the 22nd day of February,. Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary. An APA is a legallybinding contract between a buyer and seller that finalizes the terms and conditions of an acquisition. , Alameda, California 94501 sfgoodwill. Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the. A goodwill purchase agreement is an agreement to purchase an intangible asset owned by, and associated with, the operation of a business entity. Completely fill in the oval to the right of your Candidate choice. The most useful item to aid in completing the form is an accurate and up to date asset listing.