A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. Below is a general due diligence checklist with the first 8 of 16 items to cover your bases in a business or asset purchase transaction.DEFINITIONS, 2. 1.1. Definitions. 2. 1.2. Call (215) 545-4830 - Danziger Shapiro, P.C. is dedicated to serving our clients with a range of legal services including Business and Corporate cases. Shop clause in the asset purchase agreement effectively precluded it from seeking other purchasers, seller sued buyer to compel it to close. 3.2 Asset Purchase Price. Investments in some non-reportable assets must be made in cash, requiring the sale of the investments before shifting the funds into a non-reportable asset. In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets.