WHEREAS, Purchaser desires to purchase from Seller substantially all of the assets of. List of Assets and Liabilities.The purchase and sale agreement should include a schedule of all the medical practice's assets and liabilities. Within sixty (60) days following the Closing, the Purchaser and the Seller shall complete a final closing statement where the Purchase Price will be allocated. A medical practice buy-sell agreement starts with defining and appraising the practice's assets to help minimize disputes. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset.