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 Nebraska, an asset purchase agreement is a legal document that outlines the terms and conditions under which one party agrees to purchase assets from another. This type of agreement is distinct from a merger or acquisition agreement. In a merger, two or more companies combine to form a new entity, while in an acquisition, one company takes over another entirely, including its liabilities. Asset purchase agreements are often preferred when a buyer is interested in acquiring specific assets, such as equipment, inventory, or intellectual property, without assuming the seller's liabilities. Nebraska's Uniform Commercial Code (UCC) governs the sale of goods, which would be applicable to the sale of personal property through an asset purchase agreement. However, real estate transactions would be governed by Nebraska real estate laws. It is important for both buyers and sellers to clearly identify the assets and liabilities being transferred and to understand the tax implications of the transaction. Consulting with an attorney who specializes in business transactions is advisable to ensure that the asset purchase agreement is properly drafted and that the interests of both parties are adequately protected.