In most cases, the long-term debt is not a business liability that is assumed by the buyer. The long-term debt is paid off by the buyer before the sale is made. In some circumstances, particularly in stock purchases, the buyer may assume the long-term debt of the company. The seller may be unable to pay off the long-term debt and the buyer may have better financial options and is interested in acquiring valuable tangible or intangible assets that come with the business.