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 North Carolina, 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 purchase of the seller's entire company, but rather a selection of its assets, which may include tangible assets like equipment and inventory, and intangible assets like intellectual property and customer lists. This type of agreement allows the buyer to avoid assuming the seller's liabilities, which can be a significant concern. The APA will detail the assets being sold, the purchase price, and the terms of the sale, and may also address issues such as the transfer of employees, non-compete clauses, and the handling of existing contracts. It is important for both parties to conduct thorough due diligence and to consult with an attorney to ensure that the APA accurately reflects the agreement and protects their interests. North Carolina law will govern the interpretation and enforcement of the APA, and it must comply with applicable state statutes and federal laws, including tax implications and antitrust regulations.