In an asset purchase, only the assets of the business are purchased, not the liabilities. 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.Due consideration must also be given to whether you want to buy only the seller's assets or stock. Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. The most important document in an asset deal is the Asset Purchase Agreement (the "APA"). In this article, I will discuss the key provisions of an APA. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. Before finalizing the purchase, it is advisable to form a new legal entity to acquire the business (Asset Purchase). If you are thinking about purchasing a business from someone, you should be aware of Pennsylvania's Bulk Sale Law. Who is the "Seller"?