Bona Fide Sales to Related Parties. This rule applies even though the partner, in addition to being liable for the indebtedness as a partner, may be liable in a capacity other than as a partner.A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. The most important document in an asset deal is the Asset Purchase Agreement (the "APA"). In this article, I will discuss the key provisions of an APA. So when tangible personal property is part of an asset sale, the parties have to determine whether an exemption covers the asset sale. Filing and effectiveness of articles of amendment. Subchapter C. Merger Liabilities and Sale of Assets. There are two primary ways to structure the taxable purchase and sale of an incorporated business. The parties may engage in an asset acquisition.