The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. A Practice Note providing commentary on key terms and conditions commonly found in asset purchase agreements.This model agreement points out several, but it does not delve into the more complicated tax issues. Model asset purchase agreement : with commentary. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and. 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. Proof of ownership may be a bill of sale, conditional sales contract, out ofstate registration, etc. 4.