Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets in the manner set forth in Exhibit 2.3 attached hereto (the "Allocation").Connect with a Financial Advisor. Let's talk about your needs and objectives. Purchaser desires to acquire the Business and assets of Seller on and subject to the terms and conditions of this Agreement. The covenant not to compete contained in the Asset Purchase Agreement was not a device or scheme for transferring the `good will' of Fulton. An Asset Purchase involves the buyer acquiring specific assets and liabilities of the target company, rather than purchasing the entity as a whole. What type of report do I complete? If you operate a business or own assets used in a business, you should complete the Business Personal Property Return. 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.