In an asset purchase, the purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations.A corporation can make an election to treat a qualifying stock purchase as an asset purchase for federal income tax purposes. When a business sells its assets, the primary agreement governing the transaction is an Asset Purchase Agreement (the "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, or Asset Purchase Agreement, is a contract in which a buyer and seller agree to the transfer of ownership for an asset at an agreed price. 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.