The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. The Model Asset Purchase Agreement and commentary refer to the Buyer and Seller as single "entities".Tennessee APA") is styled similarly to the Model Asset Purchase Agreement with. S.) law perspective in (1) the Model Asset Purchase Agreement with. This model agreement points out several, but it does not delve into the more complicated tax issues. "Buyer" is defined in the preamble to this Agreement. "Buyer Board" is defined in Section 7.6.