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 Wyoming, 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 allows the buyer to acquire selected assets, such as equipment, inventory, or intellectual property, and potentially avoid assuming the seller's liabilities, which may remain with the seller unless explicitly assumed by the buyer. The specifics of an APA, including the assets being sold, the purchase price, representations and warranties, and conditions to closing, are negotiated between the parties. Wyoming state statutes and federal law will govern the interpretation and enforcement of an APA, including the Uniform Commercial Code (UCC) as adopted in Wyoming, which covers the sale of goods, and other relevant state laws that address the transfer of specific types of assets and business transactions.