The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. Book Review: MODEL ASSET PURCHASE AGREEMENT with Commentary.By Stuart M. Vogt • Robert W. Wood, P.C. • San Francisco. Model asset purchase agreement : with commentary. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and. The Purchase Price shall be paid at the Closing as follows: (a). The Model Asset Purchase Agreement and commentary refer to the buyer and seller as single. "entities".