Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary. "Acquisition" or "Acquisition Transactions" shall have the meaning set forth in the recitals to this Agreement.A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. Owners of a business can realize significant tax benefits if they are able to sell goodwill as a personal asset. You'll outline key details like the purchase price, escrow terms, indemnification, and more using clear, concise language to bind both parties. Financial advisory practice sales are based on the transfer of individual assets, with the purchase price representing the value of those assets.