The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. This model agreement points out several, but it does not delve into the more complicated tax issues.Model asset purchase agreement : with commentary. This Asset Purchase Agreement (the Agreement ) is made as of the 22nd day of February,. Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and. Model Stock Purchase Agreement with Commentary, Second Edition. 1.