RECITALS. THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of January 30,. Asset purchase is to limit the purchaser's responsibility for the liabilities and obligations of the seller.4.1 Corporate Capacity. An asset purchase agreement is a legally binding contract between a buyer and a seller outlining the terms of transferring assets. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. The personal representative shall not sell the decedent's real property without approval of the court. A business sale transaction can take several forms: (1) sale of assets, (2) sale of stock, (3) merger, ( 4) consolidation, or (5) share exchange.