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 Mississippi, an asset purchase agreement (APA) is a legal document that outlines the terms and conditions under which one party (the buyer) agrees to purchase assets from another party (the seller). Unlike a merger or acquisition agreement, an APA typically involves the sale of specific assets rather than the entire company, allowing the buyer to avoid assuming the seller's liabilities. The assets may include tangible property like equipment and inventory, as well as intangible assets such as trademarks and customer lists. The APA will detail the assets being sold, the purchase price, representations and warranties, conditions to closing, and other relevant terms. It is important for both parties to conduct due diligence and to clearly define which assets and liabilities are being transferred to avoid future disputes. Mississippi law will govern the interpretation of the APA, and the agreement must comply with state statutes, such as the Mississippi Uniform Commercial Code, which may dictate the formalities for transferring certain types of assets.