An asset purchase agreement in New York should also specify which liabilities, if any, are transferred to the purchaser. Thus, both the Buyer and Seller must complete this application.Only businesses that are already licensed to operate a trade waste business in New York City may. If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them. Mutual NonDisclosure Agreement (NDA). Letter of Intent (LOI). A seller must give all prospective purchasers Form TP153, Notice to Prospective Purchasers of a Business or Business Assets. Here is my due diligence checklist of the most common items to investigate when conducting due diligence in the buying or merging of a small business. A sales agreement for buying a business is necessary for keeping both the parties on the same page and avoiding any legal trouble.