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".Find top rated asset purchase agreement lawyers for Dallas, TX to hire. Post your legal needs and get proposals from TX APA lawyers. A Practice Note providing commentary on key terms and conditions commonly found in asset purchase agreements. The Model Asset Purchase Agreement and commentary refer to the Buyer and Seller as single "entities". "Excluded Assets" has the meaning given in the Master Purchase Agreement. "Excluded Contracts" has the meaning given in the Master Purchase Agreement. Asset Purchase Agreements (APAs) are essential documents for asset sales, but they're far more complex than a simple transaction.