The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and.Seller agrees to sell and Buyer agrees to purchase, at the Closing (as defined in Section 1.7 hereof), all of the properties, assets and business of Seller. An asset purchase agreement is a legally binding contract between a buyer and a seller outlining the terms of transferring assets.