An asset purchase agreement should describe as specifically as possible the business assets being transferred. If the business you are buying includes business assets such as furniture or office equipment, you must pay sales tax on them.(iii) a New York State Sales Tax Return for its sales tax liability for the taxable portion of the. Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. 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. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price.