In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets.In an asset purchase, the purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. An asset sale transaction involves the sale of some or all of the assets used in a business from a selling company to a buyer. An asset purchase agreement (APA) is the contract that governs the sale of your business to the buyer.