There is a real disadvantage the seller in not being able to set up a new depreciable base based on the new purchase price you are paying for the business. Each sale has different pros and cons.The drawbacks for a seller mainly center around taxes. In an asset sale, the seller may face double taxation. Intangible assets may be subject to capital gains tax. This article highlights the advantages and disadvantages of each. Advantages of an Asset Sale. The cost of running an auction sale is inevitably higher compared to bilateral negotiations as a result of higher fees payable to advisers.