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.Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. The Company's sale of tangible personal property in Massachusetts will be subject to the sales tax, unless otherwise exempted. Whether you are buying or selling a business in Massachusetts, completing the transaction without the help of a business lawyer is extremely risky. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.