Below is a general due diligence checklist with the first 8 of 16 items to cover your bases in a business or asset purchase transaction. In an asset sale, the new owner purchases the business's physical assets.The seller retains all rights to the legal entity. It requires all purchasers to secure from sellers bulk sale clearance certificates. For further assistance, please call (717) 783-6052. Documents. If you are thinking about purchasing a business from someone, you should be aware of Pennsylvania's Bulk Sale Law. To sell a property in Philadelphia, you must get a Property Sales Certification. This is also called a Real Estate Sales Certificate. In an asset purchase, only the assets of the business are purchased, not the liabilities. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price.