An Asset Purchase Agreement is an agreement between a buyer and a seller of a business as to the terms and conditions of the sale of the business. A purchaser of the assets of a business will be liable for any unpaid sales tax of the seller, as well as any accrued interest and penalties related thereto.An asset purchase agreement (APA) is a legal document that serves as a framework for how business assets will be transferred from the seller to the buyer. To report the purchase of your business, visit thesource.jfs.ohio. The Internal Revenue Service has a form that outlines the allocation of the purchase price known as Form 8594, Asset Acquisition Statement. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. 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. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.