An asset purchase agreement is a legal document that outlines the terms and conditions of buying or selling assets in a business transaction. 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. With an asset purchase agreement, you can buy only the desired assets and liabilities. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. Ensure a successful asset acquisition with our detailed asset purchase agreement checklist, covering all critical steps from agreements to finalization. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. 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.