[amccollum]

I don't know about the author's case, but often asset purchase agreements will make the principals / shareholders party to the agreement personally with specific liability provisions. If there are no assets left in the company, the buyer has no recourse against it, since it is essentially an empty shell (in certain cases, insurance could be an exception to this). As a buyer, you will want to have some protection against issues you don't know about at the time of sale (perhaps because you weren't told about them, or the seller was negligent).