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 New Jersey, 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 to form a new entity. Instead, it focuses on the transfer of selected assets, which may include tangible assets like equipment and inventory, and intangible assets such as intellectual property and customer lists. The APA allows the buyer to avoid assuming the seller's liabilities unless specifically agreed upon within the agreement. The agreement will detail the assets being purchased, the purchase price, representations and warranties, conditions to closing, and post-closing obligations. New Jersey state statutes and federal law will govern the interpretation and enforcement of the APA, including the Uniform Commercial Code (UCC) as adopted in New Jersey, which covers the sale of goods, and may also involve securities law if the purchase includes the transfer of ownership interests.