Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and. 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". THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of. Model asset purchase agreement : with commentary. Page. ARTICLE I SALE AND PURCHASE OF ASSETS. 1. TABLE OF CONTENTS. Page. "Excluded Assets" has the meaning given in the Master Purchase Agreement. "Excluded Contracts" has the meaning given in the Master Purchase Agreement.