An asset purchase agreement (APA) is a contract that specifies the assets being transferred from a seller to a buyer. In an asset sale, the new owner purchases the business's physical assets.The seller retains all rights to the legal entity. The Agreement is to effectuate the sale and transfer of all Seller's assets (the Acquired Assets) to Buyer. Ensuring that all of. Business Purchase-Sale Agreements. Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary.