Asset purchase agreements exist to lay out the details of an asset purchase. 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 can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. The asset purchase contract defines the included and excluded assets of the deal, as well as the liabilities the buyer will assume. An APA not only describes the assets to be purchased but also important details like price, warranties, and breach of contract. 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 legally binding document that details the terms and conditions related to the purchase and sale of a company's assets.