In an asset purchase, the purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller. As full and complete consideration for the purchase of the Assets, at Closing the Buyer shall issue the Seller the Warrants (the "Purchase Price").Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. How to draft a clear asset purchase agreement and learn about standard and nonstandard clauses. You must search for undisclosed tax liens before completing a purchase agreement. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and. The general rule is that a buyer of assets is not responsible for a seller's liabilities simply due to the ownership of the assets. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset.