Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. An APA, or Asset Purchase Agreement, is a contract in which a buyer and seller agree to the transfer of ownership for an asset at an agreed price.An APA is a legallybinding contract between a buyer and seller that finalizes the terms and conditions of an acquisition. Our Sacramento tax due diligence accountants can make sure that your company and asset purchases have been assessed before the transaction is executed. California asset-based loans use your your assets as income to secure a loan. This article discusses seven (7) types of seller liabilities that should concern a buyer when negotiating the purchase of a California business.