An Asset Purchase Agreement is a legally binding contract between a buyer and a seller that details the terms and conditions of the sale of a business's assets. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and.Both the seller and purchaser of a group of assets that makes up a trade or business must use Form 8594 to report such a sale. An asset purchase contract defines the assets and liabilities to be sold when one company purchases another. Both the buyer and seller must complete IRS Form 8594 during the sale to report the sale and purchase of business assets. In a taxable asset purchase, the buyer's tax basis in the purchased assets will be equal to the purchase price (including assumed liabilities). What Needs to Be in a Texas Asset Purchase Agreement? The Asset Purchase Agreement Checklist outlines important considerations for buying or selling a business, including assets, liabilities, and contracts. I'm also adding this article to learn how to track depreciation in the program using journal entries: Depreciate assets in QuickBooks Online. But this is not all.