this example can give you a better idea of the structure and conditions of an apa. in order to prevent the seller from participating in the contest or interfering in the business after closing, a non-compete obligation and a confidentiality agreement may be required. the main advantage of buying assets is that a buyer can choose the assets and liabilities they want to acquire. for example, if it is a transaction that constitutes seller financing, the buyer can transfer part of the purchase price at closing and at the same time sign a promissory note for the rest of the purchase price. closing conditions should define what is necessary to complete the purchase or sale of the business or assets of the business, including terms and contingencies. here are the parts of an asset purchase agreement that you may want to include in your document.