Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset.This article discusses seven (7) types of seller liabilities that should concern a buyer when negotiating the purchase of a California business. Buyers may be able to avoid some types of tax exposure, but there are two liabilities they generally cannot escape: sales tax and payroll tax. An asset purchase agreement is a legal contract that outlines the terms of an agreement to transfer assets between parties. SCHEDULE A. Definition of Working Capital calculation: Equals the sum of: Accounts Receivable. In contemplating the sale of an Scorp, it is important to plan how the transaction is structured from a tax perspective (ideally before an LOI is signed). California asset-based loans use your your assets as income to secure a loan.