If you are looking to purchase a restaurant in New York, you have two options: (1) buy the sellers' ownership shares; or (2) buy the seller's assets. An asset sale is when the business shows no income, losing money or the seller cannot prove the profits of the business that is cash driven.An asset purchase agreement is a legal contract that outlines the terms of an agreement to transfer assets between parties. Asset Purchase and Sale Agreement dated as of December 28, 2018 between.