An asset purchase involves the purchase and sale of some or all of the company's assets and liabilities. This document plays a pivotal role in business transactions, providing a legal framework for the purchase and sale of assets.Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. 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. The buyer must accurately identify and agree on the assets it wants to acquire and those its wants to remain with the target. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.