THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and.List of Assets and Liabilities. The purchase and sale agreement should include a schedule of all the medical practice's assets and liabilities. A medical practice buy-sell agreement starts with defining and appraising the practice's assets to help minimize disputes. You and the buyer must agree on whether the medical practice's sale will be a stock purchase or asset purchase. 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. Asset Purchase Agreement between and among Healthsouth Corporation, Houston Rehabilitation Associates, Healthsouth Specialty Hospital of North Louisiana, LLC.