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 West Virginia (WV), an asset purchase agreement is a legal document that facilitates the sale of a business's assets without the sale of the business entity itself. This type of agreement is particularly useful for buyers who wish to acquire specific assets, such as equipment, inventory, or intellectual property, without assuming the liabilities of the seller's company. The agreement outlines the terms of the sale, including the assets being sold, the purchase price, and any representations and warranties. Unlike a merger or acquisition agreement, an asset purchase agreement does not involve the combination of companies or the transfer of ownership of the entire business entity. Instead, it allows for a more selective transfer of assets. It is important for parties entering into such agreements in WV to ensure that they comply with state laws governing the sale of business assets, including any requirements for bulk sales under the Uniform Commercial Code as adopted in WV, and to consider tax implications and potential liabilities carefully. Consulting with an attorney experienced in business transactions is advisable to navigate the complexities of these agreements and to ensure that the interests of both the buyer and seller are adequately protected.