The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. The Purchase Price shall be paid at the Closing as follows: (a).This form contemplates an asset purchase of a complete business of a privately held seller. It is drafted to strongly favor the buyer. The Model Asset Purchase Agreement and commentary refer to the buyer and seller as single. "entities". ISBN:97815707739200;Model Asset Purchase Agreement: With Commentary Exhibits,Ancillary Documents and Appendices Committee on Negotiated . Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and.