Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. In an asset purchase, the buyer agrees to purchase specific assets and liabilities.This means that they only take on the risks of those specific assets. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. Below is a general due diligence checklist with the first 8 of 16 items to cover your bases in a business or asset purchase transaction. An Asset Purchase Agreement (APA) is a contract that spells out the terms of the sale in precise detail. It is a legally binding agreement. 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.