An Asset Purchase Agreement is an agreement between a buyer and a seller of a business as to the terms and conditions of the sale of the business. Who is the "Seller"?• Does it include the shareholders for purposes of representations and warranties and indemnification? A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. An asset purchase agreement (APA) is a legally binding document that details the terms and conditions related to the purchase and sale of a company's assets. 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.