An asset purchase agreement is a contract in which a buyer (person or entity) agrees to purchase assets from the seller (a person or entity) for a stated price. Asset purchase agreements are usually used when one business wants to purchase some but not all of the assets of another business, and when the buyer might be concerned about taking on liabilities associated with the selling company. These are a couple of ways in which an asset purchase agreement is different from a merger agreement in which two or more companies merge to create a new combined organization, or an acquisition agreement in which the buying company acquires the selling company in its entirety.

In Minnesota, an asset purchase agreement (APA) is a legal document that outlines the terms and conditions under which one party, the buyer, agrees to purchase specific assets from another party, the seller. Unlike a merger or acquisition agreement, an APA does not involve the buyer taking over the seller's entire company or merging with it. Instead, the buyer selects particular assets to purchase, which can range from physical property to intellectual property, and assumes limited liabilities. The APA will detail the assets being sold, the purchase price, representations and warranties, conditions to closing, and other terms of the sale. This type of agreement allows the buyer to avoid inheriting the seller's liabilities beyond those explicitly assumed in the contract. Minnesota law requires that such transactions be conducted in accordance with the Uniform Commercial Code (UCC) as adopted in the state, and other relevant state laws, which may include corporate, tax, employment, and real estate laws. It is important for both parties to conduct thorough due diligence and often advisable to consult with an attorney to ensure that the APA protects their interests and complies with all applicable laws.