An asset purchase agreement should describe as specifically as possible the business assets being transferred. Connect with a Financial Advisor.Let's talk about your needs and objectives. Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets in the manner set forth in Exhibit 2.3 attached hereto (the "Allocation"). If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them. An Asset Purchase involves the buyer acquiring specific assets and liabilities of the target company, rather than purchasing the entity as a whole. If you do not want to participate in any Overdraft Elect Plan please fill out the form on our Overdraft Services page, call us at 1.800. The covenant not to compete contained in the Asset Purchase Agreement was not a device or scheme for transferring the `good will' of Fulton.