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 Ohio, 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). The APA specifies the assets to be sold, which may include tangible assets like equipment and inventory, and intangible assets such as trademarks and customer lists. 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. This allows the buyer to avoid assuming the seller's liabilities unless specifically agreed upon in the APA. The agreement should detail the assets being purchased, the purchase price, and any representations and warranties. It is important for both parties to conduct due diligence and to clearly define which liabilities, if any, are being assumed by the buyer. Ohio state law will govern the interpretation, construction, and enforcement of the APA unless the agreement specifies otherwise. It is advisable for parties involved in such transactions to consult with an attorney to ensure that the agreement complies with all relevant state and federal laws and to adequately protect their interests.