The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. Terms of Purchase Agreement.A Practice Note providing commentary on key terms and conditions commonly found in asset purchase agreements. Model asset purchase agreement : with commentary. Asset Purchase Agreements (APAs) are essential documents for asset sales, but they're far more complex than a simple transaction. This resource appears in the form of responses to a model questionnaire. This model agreement points out several, but it does not delve into the more complicated tax issues.