Form agreement for the purchase and sale of a division or line of business of a private US corporation, drafted in favor of the seller. Assignment and assumption agreement, substantially in the form attached hereto as Exhibit.(the "Assignment and Assumption. The agreement describes the assets that will be purchased, including important details like price, warranties, and breach of contract provisions. This Practical Law Company Microsoft Word template is for a standard bill of sale to accompany an asset purchase agreement. It includes drafting notes. 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. This form contemplates an asset purchase of a complete business. It is drafted to strongly favor the seller. This asset purchase agreement outlines the sale of a business's assets from a seller to a buyer.