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. A corporation can make an election to treat a qualifying stock purchase as an asset purchase for federal income tax purposes.Our Sacramento tax due diligence accountants can make sure that your company and asset purchases have been assessed before the transaction is executed. An APA not only describes the assets to be purchased but also important details like price, warranties, and breach of contract. 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. Find top rated California asset purchase agreement lawyers. Post your legal needs and get proposals from vetted lawyers in CA for your APA. When a business sells its assets, the primary agreement governing the transaction is an Asset Purchase Agreement (the "APA"). This article discusses seven (7) types of seller liabilities that should concern a buyer when negotiating the purchase of a California business.