During an asset purchase, the buyer purchases specific assets and assumes specific liabilities of the seller's business. The agreement should include a detailed list of each asset involved in the transaction, including tangible and intangible property.Massachusetts business lawyers explain how asset purchase agreements work and what they should include. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. An asset sale transaction involves the sale of some or all of the assets used in a business from a selling company to a buyer. The sale of assets from the seller to the buyer is a casual and isolated sale within the meaning of MGL c.