The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. This model agreement points out several, but it does not delve into the more complicated tax issues.A Practice Note providing commentary on key terms and conditions commonly found in asset purchase agreements. The Purchase Price shall be paid at the Closing as follows: (a). Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and.