The Model Asset Purchase Agreement with Commentary is the most comprehensive resource available for negotiating and documenting an asset purchase. The first edition of the Model Stock Purchase Agreement was used as a guide for the.Model Asset Purchase Agreement with Commentary (2001). Other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and. The Model Asset Purchase Agreement and commentary refer to the buyer and seller as single. "entities". This Asset Purchase Agreement (the Agreement ) is made as of the 22nd day of February,.