Asset purchase agreements are a useful way to: Carve out certain assets of a business without taking on liabilities or debt obligations. An asset purchase agreement is a legal contract to buy the assets of a business.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. Ensure a successful asset acquisition with our detailed asset purchase agreement checklist, covering all critical steps from agreements to finalization. A corporation can make an election to treat a qualifying stock purchase as an asset purchase for federal income tax purposes. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. An APA not only describes the assets to be purchased but also important details like price, warranties, and breach of contract. In an asset purchase, the purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller.