A purchaser of the assets of a business will be liable for any unpaid sales tax of the seller, as well as any accrued interest and penalties related thereto. If it's an asset sale, list the specific assets and liabilities included in the sale.This can include equipment, inventory, contracts, trademarks, and debts. 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. Identify the parties involved in the transaction. 2.