The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. WHEREAS, Seller desires to sell, assign and convey to Buyer, and Buyer desires to purchase and accept from Seller, Seller's interest in.The Model Asset Purchase Agreement and commentary refer to the Buyer and Seller as single "entities". Secure your San Antonio small business's transactions today! Our asset purchase agreements from Dan Burke are created to account for all of your assets. "Excluded Assets" has the meaning given in the Master Purchase Agreement. "Excluded Contracts" has the meaning given in the Master Purchase Agreement. This model agreement points out several, but it does not delve into the more complicated tax issues. S.) law perspective in (1) the Model Asset Purchase Agreement with. "PROPOSED SERVICE PLAN" means a detailed plan outlining how and when the.