1.01 Purchase and Sale of Assets. Before filling in the details of your real estate purchase agreement, identify the state where you will execute the contract.An asset purchase agreement (APA) is a legal contract in which a seller spells out to a buyer exactly what assets are being sold. Use this template to draft an asset purchase agreement. To the extent that capital stock or other securities are included among the assets, the. "Bill of Sale" means a Bill of Sale in the form of Exhibit D hereto. "Bond Insurer" means any insurer obligated to make payments to the related certificate.