A purchaser of the assets of a business will be liable for any unpaid sales tax of the seller, as well as any accrued interest and penalties related thereto. An Asset Purchase Agreement is an agreement between a buyer and a seller of a business as to the terms and conditions of the sale of the business.Both the seller and purchaser of a group of assets that makes up a trade or business must use Form 8594 to report such a sale. Our Community Outreach team conducts trainings, and delivers information about payment plans and other services directly to taxpayers. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations.