Legal Question in Business Law in California

The asset you are planning to acquire may be covered by a security interest in favor of the company that earlier sold the asset to the small software company. The origin and nature of security interests varies somewhat depending upon the type of goods and identity of the parties, so I can't give you a "one size fits all" answer without more information. Nevertheless, in many ordinary commercial transactions, a vendor obtains a security interest by having the buyer sign a security agreement, then preparing and filing with the Secretary of State a Form UCC-1. "UCC" stands for "Uniform Commercial Code." One can search public records under the debtor's name to look for recorded UCC-1s. In making such a search, care must be exercised to spell the debtor's name exactly as recorded, or you may miss an important filing. So, I don't think your main concern is that you'd become an assignee of the contract, but more likely, you could be buying something having a recorded and unsatisfied prior lien against it.