An asset sale transfers individual, agreedupon assets, like inventory, equipment, licenses, goodwill, customer lists, or accounts receivable. 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. The Smart Way to Acquire or Merge into an Ohio Business and the Difference Between an Asset Purchase Agreement and a Stock Purchase Agreement. 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. Is the gain on the sale taxable?