Any dispute arising out of this Asset Purchase Agreement shall be bought in the District Court of Johnson County, Kansas and no where else. This article will help you understand the tax implications for both buyer and seller in the purchase or sale of ownership units or assets of a partnership.An asset purchase agreement is a legal contract that outlines the terms of an agreement to transfer assets between parties. In an asset purchase, the purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller.