Both parties may be obligated to valuate the inventory prior to the closing to determine the final purchase price. If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them.A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect 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. So if an asset purchase includes large machines used to make a tangible product for sale, that portion of the purchase price would be exempt from tax. An asset purchase agreement (APA) is a legally binding document that details the terms and conditions related to the purchase and sale of a company's assets.