Seller and Buyer agree to comply with the provisions of. Section 1141 of the New York Tax Law and the regulations promulgated thereunder in.Both the seller and purchaser of a group of assets that makes up a trade or business must use Form 8594 to report such a sale. A Sale of Business Assets Agreement is a contract that covers the sale and purchase of tangible and intangible assets of a business. A share purchase agreement is a legal contract between a buyer and a seller -- sometimes stated in the contract as a "purchaser" and "vendor" Prior to the Closing the Purchaser shall notify the State of New York of the proposed sale of assets under this Agreement. Intangible assets could be the business name, goodwill and customer lists.