Seller has good and marketable title to all of the Purchased Assets being transferred under this Agreement. Generally an asset sale is better because it limits your exposure because the seller's liabilities remain with the seller and do not carryover.The Seller has full power and authority to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated hereby. Each sale has different pros and cons. This article offers guidance on helping clients take advantage selling personal goodwill as a tax strategy. Asset Purchase and Sale Agreement dated as of December 28, 2018 between.