Is borrowing money essential? The most important document in an asset deal is the Asset Purchase Agreement (the "APA").In this article, I will discuss the key provisions of an APA. An asset purchase agreement (APA) is a contract that specifies the terms and conditions for the sale and purchase of a business or certain business assets. An APA not only describes the assets to be purchased but also important details like price, warranties, and breach of contract. An asset purchase requires the sale of individual assets. A share purchase requires the purchase of 100 percent of the shares of a company.