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. Use a Business Bill of Sale to set out the terms for the sale of a business and transfer the ownership and all assets to the buyer. If you are thinking about purchasing a business from someone, you should be aware of Pennsylvania's Bulk Sale Law. It requires all purchasers to secure from sellers bulk sale clearance certificates. For further assistance, please call (717) 783-6052. Documents. In an asset purchase, only the assets of the business are purchased, not the liabilities. Asset sales are types of business transaction where buyers purchase assets from a business, and the sellers retain legal ownership of the company. Kang Haggerty assists its clients in a variety of business acquisitions and sales, and other forms of reorganization and restructuring, in the middle market.