WHEREAS, Seller wishes to sell, and Buyer has agreed to purchase, substantially all of the assets of the Business pursuant to the terms set forth herein. Forms and applications listed here are only a portion of those available.Visit your local MDHHS Office for forms or applications not available online. "Excluded Assets" has the meaning given in the Master Purchase Agreement. "Excluded Contracts" has the meaning given in the Master Purchase Agreement. Introduction. Preparation of a commercial real estate purchase agreement can be a daunting task for the inexperienced. When signed, its terms. THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of September. Preclosing liabilities in the face of express contractual language in the asset purchase agreement to the contrary. In an asset sale, the new owner purchases the business's physical assets.