Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller.The purchase price can be paid in cash, stock, or other forms of consideration. 535.0061 Purchase of Out-of-State Assets. A taxpayer purchases the out-of-state assets of a California business which primarily is located outside California. Fill out the form to access a sample of Practical Guidance. If I am buying an existing business in California and it's an asset sale, do I have to use an escrow?