A: First, I highly recommend you get legal representation in connection with your purchase agreement. Second, I'm not a Texas lawyer, but generally an asset purchase agreement will not need to be notarized.
A: I recommend hiring an experienced corporate attorney to help negotiate and draft the agreement. You can't be given a list of 3 or 5 pointers and then expect to negotiate the agreement yourself. There are too many pitfalls. And you wouldn't expect someone to come to you and ask you how they can do for themselves what you do, right? It's more complicated than that, and there's a reason you're a professional.
A: Good morning. With the caveat that I am a Pennsylvania attorney, as the buyer, you do want to buy the assets and not the company. The drafting of the purchase agreement is critical, ensuring that you are not responsible for existing debt. You will also want to obtain an indemnification from the seller, to make sure you are protected in case any of the creditors come after you. Obviously, the details of the deal may complicate things, but that is the gist.
A: We really need to know more about the business and how everyone envisions ownership in order to answer the question. In general (and this is very general - I am a PA lawyer, not Tennessee), a limited partnership is an entity through which a business or property is owned. In a limited partnership, you need to have a general partner (either one more individuals or entities) who essentially manage the entity, and also have liability for all liabilities of the general partnership. The limited partners invest in the entity, but have no liability for the entity's obligations.