An asset purchase agreement is a contract for the sale of a business or specific business assets. In an asset sale, the new owner purchases the business's physical assets.The seller retains all rights to the legal entity. Here in Florida, there is no state-level income tax, but federal taxes and other states taxes may apply to your business sale. Contact The Frazer Firm. An allocation of the purchase price is an essential component to a business sale transaction. Both buyer and seller have to work together to get it done. What do asset sales entail? Asset sales involve the sale of a company's tangible or intangible assets rather than the sale of the company itself. If it's an asset sale, list the specific assets and liabilities included in the sale.