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 York, 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 transfer of ownership of the entire company, but rather the transfer of individual assets, which may include tangible assets like equipment and inventory, and intangible assets like intellectual property and customer lists. The APA allows the buyer to selectively acquire assets and avoid assuming certain liabilities of the seller. The agreement typically details the assets being purchased, the purchase price, representations and warranties, conditions to closing, and provisions for handling liabilities. It is important for both parties to conduct thorough due diligence and to clearly specify which liabilities are being assumed by the buyer, if any. New York law will govern the interpretation of the APA, the transfer of assets, and any related issues unless the parties agree otherwise within the contract. It is advisable for parties involved in such transactions to consult with an attorney to ensure that the agreement is properly drafted and that their interests are adequately protected.