Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price.In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. An APA, or Asset Purchase Agreement, is a contract in which a buyer and seller agree to the transfer of ownership for an asset at an agreed price. In an asset purchase, the purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller. 1. Collect details of the seller and buyer.