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 corporation can make an election to treat a qualifying stock purchase as an asset purchase for federal income tax purposes. 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 purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. Ensure a successful asset acquisition with our detailed asset purchase agreement checklist, covering all critical steps from agreements to finalization.