ABC CORPORATION, a New York corporation (the "Purchaser"). An APA spells out the conditions and terms under which a seller will transfer all of the assets that belong to the business to a buyer.THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of this ____ day of. This Asset Purchase Agreement ("Agreement") is made effective as of December 14,. Fill out the form to access a sample of Practical Guidance. Seller and Buyer agree to comply with the provisions of. Section 1141 of the New York Tax Law and the regulations promulgated thereunder in. An APA is a legallybinding contract between a buyer and seller that finalizes the terms and conditions of an acquisition.