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asset purchase agreement an asset purchase agreement apa is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a companys assets its important to note in an apa transaction it is not necessary for the buyer to purchase all of the assets of the company in fact its common for a buyer to exclude certain assets in an apa provisions of an apa may include payment of purchase price monthly installments liens and encumbrances on the assets condition precedent for the closing etc an apa differs from a stock purchase agreement sba under which company shares title to assets and title to liabilities are also sold in a path the buyer must select specific assets and avoid redundant assets these assets are itemized in a schedule to the apa the buyer in a sba is purchasing shares of the company in this case itemization is not necessary due to transfer of companies ownership occurs as is the apa is the legal mechanism for executing a cor