2.1. Purchase Price. The taxpayer allocated no part of the purchase price to the covenant.An Asset Purchase involves the buyer acquiring specific assets and liabilities of the target company, rather than purchasing the entity as a whole. If you do not want to participate in any Overdraft Elect Plan please fill out the form on our Overdraft Services page, call us at 1.800. The cost of an asset acquisition may exceed or be less than the fair value of the assets acquired and liabilities assumed. 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.