RECITALS. THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of January 30,. The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase.1 In many instances, the asset purchase agreement will provide that the pur- chaser will assume only those liabilities identified and expressly assumed. This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of. Completion of the sale and transfer of the Assets are accurate, complete and correct in all material respects. Following the execution of this Agreement, PAWC and Seller shall each take such any and all further actions as are necessary to invoke, commence and complete. TABLE OF CONTENTS. Page.