An Asset Purchase Agreement is an agreement between a buyer and a seller of a business as to the terms and conditions of the sale of the business. A purchaser of the assets of a business will be liable for any unpaid sales tax of the seller, as well as any accrued interest and penalties related thereto.In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. An asset purchase agreement (APA) is a legal document that serves as a framework for how business assets will be transferred from the seller to the buyer. If it's an asset sale, list the specific assets and liabilities included in the sale. This can include equipment, inventory, contracts, trademarks, and debts. Corporations must make the IR section 291 adjustment when calculating their depreciation recapture on the sale of a section 1250 asset. 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.