During an asset purchase, the buyer purchases specific assets and assumes specific liabilities of the seller's business. Massachusetts business lawyers explain how asset purchase agreements work and what they should include.The agreement should include a detailed list of each asset involved in the transaction, including tangible and intangible property. Learn more about the terms of a purchase and sale agreement. Contact Attorney Peter Chase for more information. (a) Seller is a corporation duly organized, validly existing, and in good standing under the Law of the Commonwealth of Massachusetts, and its status is active. Changes in the value of these items, including investment results in pension plan assets, liabilities of Caritas and accrued interest of Caritas' outstanding. An asset purchase agreement, or asset sale agreement, should contain details about the business, buyer, seller, and assets acquired through the transaction. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.