Purchaser shall also pay at Closing any and all amounts due to the State of Washington that are associated with the sale under this Agreement,. NOTE: Fill in the date in the following two lines only if there is an early cash out date on the assumed obligation.When buying the assets of a business, some are subject to sales or use tax, while others are not. Items subject to retail sales tax. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset. This Agreement shall not be recorded. A short form or memorandum of this Agreement in the form attached hereto as Exhibit "E" ("Memorandum of. 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.