Florida Asset Purchase Agreement

FLORIDA ASSET PURCHASE AGREEMENT

Governed by Florida Statutes, Including Transferee Liability (§ 213.758), UCC (Ch. 671–680), and Florida Common Law

FLORIDA-SPECIFIC PRACTICE NOTES

Transferee Liability — § 213.758. This is the single most critical Florida-specific issue in asset purchases. Under § 213.758, a buyer who acquires more than 50% of a business's assets is liable for the seller's unpaid Florida taxes arising from operation of that business. To avoid successor tax liability, the buyer should obtain either: (a) a Certificate of Compliance from the Florida Department of Revenue (showing the seller has no outstanding audit notices, has filed all required returns, and has paid all taxes), which fully insulates the buyer; or (b) a Clearance Letter (7–10 business day turnaround), which provides account status but does not shield the buyer from future audits of pre-closing periods.

Bulk Sales Abolition. Florida has abolished Article 6 of the UCC (Bulk Sales). There is no statutory bulk-sale notification requirement. However, successor liability under § 213.758 and common-law successor liability (de facto merger, mere continuation) still apply.

Florida Documentary Stamp Tax (§ 201.02). Documentary stamp tax applies to promissory notes and other written obligations to pay money at the rate of $0.35 per $100 (or fraction thereof). If the purchase price is funded by seller financing or a promissory note, documentary stamps are due. Real property conveyances are also subject to doc stamps at $0.70 per $100 (plus surtax in Miami-Dade County).

Tangible Personal Property Tax. Tangible personal property used in a Florida business is subject to annual ad valorem tax assessed by the county property appraiser. The buyer should verify that the seller has filed all required DR-405 returns and paid all tangible personal property taxes. The initial exemption threshold is $25,000 (§ 196.183).

Florida Non-Compete (§ 542.335). Post-closing non-competes in the sale-of-business context are presumptively reasonable for up to 3 years and presumptively unreasonable over 7 years. Courts will modify overbroad covenants rather than void them.

Florida Sales Tax on Asset Transfer. The transfer of tangible personal property (equipment, inventory, furniture) in an asset purchase is subject to Florida sales tax under Chapter 212, unless an exemption applies. Isolated or occasional sales between non-dealers may qualify for an exemption under § 212.02(14), but regular business inventory is typically taxable.

Florida Usury — § 687.02. Any seller financing or earnout interest must comply with the 18%/25% usury thresholds.

TABLE OF CONTENTS

1. Parties and Effective Date
2. Recitals
3. Florida-Specific Definitions
4. Purchased Assets
5. Excluded Assets
6. Assumed Liabilities
7. Excluded Liabilities (Including Florida Tax Liabilities)
8. Purchase Price and Payment Mechanics
9. Florida Tax Clearance and Transferee Liability Procedures
10. Florida Sales Tax, Documentary Stamps, and Transfer Taxes
11. Closing Procedures
12. Representations and Warranties of Seller (Florida-Specific)
13. Representations and Warranties of Buyer
14. Pre-Closing Covenants
15. Post-Closing Non-Competition (§ 542.335)
16. Trade Secret Protection (FUTSA)
17. Conditions Precedent (Including Florida Tax Clearance)
18. Post-Closing Adjustments
19. Indemnification (Florida Framework)
20. Limitation of Liability
21. Termination
22. Florida Hurricane / Force Majeure
23. Dispute Resolution (Florida Venue and Governing Law)
24. General Provisions
25. Execution
26. Schedules and Exhibits

1. PARTIES AND EFFECTIVE DATE

This Florida Asset Purchase Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

Seller: [________________________________] ("Seller"), a [________________________________] organized under the laws of [________________________________], with principal offices at [________________________________]; and

Buyer: [________________________________] ("Buyer"), a [________________________________] organized under the laws of [________________________________], with principal offices at [________________________________].

Each is a "Party" and collectively the "Parties."

2. RECITALS

A. Seller owns and operates the business known as "[________________________________]" (the "Business") in the State of Florida.

B. Buyer desires to purchase substantially all assets used in the Business and to assume only the Assumed Liabilities, upon the terms set forth herein.

C. The Parties intend that this transaction qualify as a sale of assets (not a merger or stock transfer) for all Florida and federal tax purposes, and that Buyer shall not be deemed a "successor" to Seller's pre-closing liabilities except as expressly assumed.

D. The Parties acknowledge the requirements of § 213.758, Florida Statutes, regarding transferee liability for unpaid Florida taxes and intend to comply with the tax clearance procedures set forth herein.

3. FLORIDA-SPECIFIC DEFINITIONS

"Accounts Receivable" means all trade accounts, notes, and amounts receivable arising from pre-Closing Business operations.

"Assets" has the meaning in Section 4.

"Assumed Liabilities" has the meaning in Section 6.

"Business Day" means any day other than Saturday, Sunday, or a legal holiday in the State of Florida.

"Certificate of Compliance" means a certificate issued by the Florida Department of Revenue pursuant to § 213.758(3), confirming that Seller has no outstanding audit notices, has filed all required returns, and has paid all taxes arising from the Business.

"Clearance Letter" means a letter issued by the Florida DOR providing the current status of Seller's tax accounts, which does not immunize Buyer from future audit liability for pre-Closing periods.

"Closing" has the meaning in Section 11.1.

"Closing Date" has the meaning in Section 11.1.

"Documentary Stamp Tax" means the tax imposed under § 201.02, Florida Statutes, on promissory notes and written obligations to pay money ($0.35 per $100) and on deeds and real property transfers ($0.70 per $100, plus surtax in certain counties).

"DOR" means the Florida Department of Revenue.

"DR-405" means the Florida Tangible Personal Property Tax Return filed annually with the county property appraiser.

"DR-842" means the Seller's Application for Transferee Liability Certificate (Florida DOR form).

"DR-843" means the Purchaser's Application for Transferee Liability Certificate (Florida DOR form).

"Excluded Assets" has the meaning in Section 5.

"Excluded Liabilities" has the meaning in Section 7.

"FDUTPA" means § 501.201 et seq., Florida Statutes.

"FUTSA" means the Florida Uniform Trade Secrets Act, § 688.001 et seq.

"Governmental Authority" means any federal, state, or local government, including the Florida DOR, Florida Department of State, Florida Department of Economic Opportunity, and county agencies.

"Intellectual Property" means trademarks (including Florida registrations under Ch. 495), copyrights, patents, trade secrets, domain names, and other IP used in the Business.

"Material Adverse Effect" means any change materially adverse to the Assets, the Business, or Seller's ability to close, excluding: (a) general economic conditions; (b) industry-wide changes; (c) changes in Florida law affecting businesses generally; and (d) hurricane or tropical storm damage covered by insurance.

"Permitted Liens" means liens listed on Schedule 6.2.

"Purchase Price" has the meaning in Section 8.1.

"Tangible Personal Property Tax" means the annual ad valorem tax on tangible personal property assessed by the county property appraiser under Ch. 196.

"Tax" or "Taxes" means all federal, state, county, and local taxes, including Florida sales and use tax (Ch. 212), corporate income tax (Ch. 220), tangible personal property tax (Ch. 196), documentary stamp tax (§ 201.02), unemployment tax, and all assessments, fees, and penalties.

"Transferee Liability" means liability imposed on Buyer under § 213.758 for Seller's unpaid Florida taxes.

4. PURCHASED ASSETS

4.1 Assets. At Closing, Seller shall sell, transfer, and assign to Buyer, and Buyer shall purchase, all right, title, and interest in the following assets used in the Business (collectively, the "Assets"):

(a) Accounts Receivable;
(b) inventory, raw materials, work-in-process, finished goods, and supplies;
(c) machinery, equipment, vehicles, tools, furniture, fixtures, computers, and tangible personal property (all subject to Florida tangible personal property tax assessment);
(d) Contracts listed on Schedule 4.1(d);
(e) Intellectual Property, including Florida trademark registrations under Ch. 495 and associated goodwill;
(f) Permits listed on Schedule 4.1(f), to the extent transferable under Florida law;
(g) books and records relating to the Assets and the Business;
(h) prepaid expenses, deposits, and security deposits;
(i) customer lists, supplier lists, vendor relationships, and related business information (which may constitute Trade Secrets under FUTSA);
(j) telephone numbers, fax numbers, websites, domain names, and social media accounts; and
(k) all goodwill associated with the Business.

4.2 UCC Compliance. To the extent Assets constitute "goods" under Florida UCC Article 2 (§ 672.105), title passes to Buyer at Closing per § 672.401. For Assets subject to security interests, Seller shall obtain UCC Article 9 (§ 679.101 et seq.) releases or termination statements prior to Closing.

5. EXCLUDED ASSETS

The following are excluded from the sale ("Excluded Assets"):

(a) Seller's organizational documents, minute books, and corporate records;
(b) cash, cash equivalents, and bank accounts;
(c) Seller's tax records (although copies shall be provided to Buyer for transferee liability defense purposes);
(d) Seller's rights under this Agreement;
(e) any assets listed on Schedule 5; and
(f) any Florida DOR refund claims for pre-Closing periods.

6. ASSUMED LIABILITIES

6.1 Assumed Liabilities. Buyer assumes only:

(a) post-Closing obligations under assigned Contracts (excluding pre-Closing breaches);
(b) trade payables incurred in the ordinary course and reflected on the Closing Balance Sheet; and
(c) liabilities listed on Schedule 6.1.

6.2 No Successor Liability Except as Assumed. Except for the Assumed Liabilities and except to the extent Transferee Liability is imposed by § 213.758 notwithstanding the tax clearance procedures herein, Buyer does not assume any liabilities of Seller.

7. EXCLUDED LIABILITIES (INCLUDING FLORIDA TAX LIABILITIES)

7.1 Retained Liabilities. Seller retains all liabilities not expressly assumed, including:

(a) Florida Taxes for Pre-Closing Periods: All Florida sales and use tax (Ch. 212), corporate income tax (Ch. 220), tangible personal property tax (Ch. 196), unemployment tax, and any other Taxes attributable to pre-Closing operations;
(b) Employee Benefits: All liabilities under employee benefit plans, including retiree health obligations;
(c) Product Liability: Claims arising from products sold or services rendered before Closing;
(d) Environmental: Liabilities arising from pre-Closing environmental conditions;
(e) Litigation: Pending or threatened claims relating to pre-Closing operations;
(f) Documentary Stamp Tax: Any doc stamps on pre-Closing instruments unless allocated to Buyer under Section 10; and
(g) FDUTPA Claims: Any claims under FDUTPA arising from Seller's pre-Closing trade practices.

7.2 Seller Tax Indemnity. Seller shall indemnify Buyer against any Transferee Liability (§ 213.758) assessed against Buyer for Seller's pre-Closing tax obligations, notwithstanding the tax clearance procedures.

8. PURCHASE PRICE AND PAYMENT MECHANICS

8.1 Purchase Price. The aggregate purchase price is:

(a) Cash Consideration: $[________________________________];
(b) Assumption of Assumed Liabilities; and
(c) Earnout Payments (if any) per Schedule 8.1(c).

Collectively, the "Purchase Price."

8.2 Deposit. Within [____] Business Days after execution, Buyer shall deposit $[________________________________] ("Deposit") with [________________________________] ("Escrow Agent") under the escrow agreement attached as Exhibit A.

8.3 Payment at Closing. At Closing, Buyer shall deliver the Cash Consideration (less the Deposit) by wire transfer to an account designated by Seller at least two (2) Business Days before Closing. The Deposit shall be released per the Escrow Agreement.

8.4 Tax Holdback. Buyer may withhold from the Cash Consideration an amount equal to $[________________________________] ("Tax Holdback") to secure against potential Transferee Liability under § 213.758, pending receipt of the Certificate of Compliance or Clearance Letter. The Tax Holdback shall be held in escrow and released as follows:

(a) upon receipt of a Certificate of Compliance — immediate release to Seller;
(b) upon receipt of a Clearance Letter — release [____] days after Closing, provided no DOR assessment has been received; or
(c) upon resolution of any DOR assessment — net of any amounts paid by Buyer under § 213.758.

8.5 Purchase Price Allocation. Within ninety (90) days after Closing, Buyer shall deliver an allocation schedule per IRC § 1060 and Fla. Stat. § 199.023 (if applicable). Both Parties shall file consistent tax returns.

8.6 Seller Financing — Usury Compliance. If any portion of the Purchase Price is paid via promissory note or seller financing:

(a) the interest rate shall not exceed 18% per annum (or 25% if the note exceeds $500,000) per § 687.02;
(b) Documentary Stamp Tax is due on the note at $0.35 per $100 under § 201.02; and
(c) the note shall be governed by Florida law.

8.7 Withholding. Buyer shall withhold all amounts required by applicable Tax law.

9. FLORIDA TAX CLEARANCE AND TRANSFEREE LIABILITY PROCEDURES

9.1 Critical Florida Requirement. The Parties acknowledge that under § 213.758, Buyer is liable for Seller's unpaid Florida taxes if Buyer acquires more than 50% of the Business assets without obtaining proper tax clearance.

9.2 Seller Obligations. Within [____] Business Days after execution, Seller shall:

(a) file DR-842 (Seller's Application for Transferee Liability Certificate) with the Florida DOR;
(b) provide Buyer with copies of all Florida tax returns filed for the prior [____] years;
(c) provide evidence that all DR-405 (Tangible Personal Property Tax) returns have been filed and taxes paid;
(d) provide proof of current Florida sales tax registration and compliance; and
(e) cooperate fully with any DOR audit or inquiry.

9.3 Buyer's Right to File. If Seller fails to file DR-842 within the specified period, Buyer may file DR-843 (Purchaser's Application) with a copy of this Agreement.

9.4 Certificate of Compliance vs. Clearance Letter.

(a) Certificate of Compliance (Preferred). A Certificate of Compliance under § 213.758(3) confirms that: (i) Seller has no outstanding DOR audit notices; (ii) Seller has filed all required returns; and (iii) Seller has paid all taxes. Receipt of a valid Certificate fully insulates Buyer from Transferee Liability.

(b) Clearance Letter (Alternative). A Clearance Letter provides the DOR's account status as of the letter date but does not protect Buyer from future audits of pre-Closing periods. If only a Clearance Letter is available, Buyer should maintain the Tax Holdback as additional protection.

9.5 Timing. The Parties shall schedule Closing to occur no earlier than [____] Business Days after submission of the DR-842/DR-843 to allow sufficient processing time (typically 7–10 business days for a Clearance Letter; longer for a Certificate of Compliance if an audit is triggered).

9.6 No Closing Without Clearance. Buyer shall not be required to close until either: (a) a Certificate of Compliance is received; (b) a Clearance Letter is received and the Tax Holdback is established; or (c) the Parties mutually agree to an alternative protection mechanism (e.g., increased indemnification, surety bond).

10. FLORIDA SALES TAX, DOCUMENTARY STAMPS, AND TRANSFER TAXES

10.1 Florida Sales Tax on Asset Transfer.

(a) Transfer of tangible personal property (equipment, inventory, furniture, fixtures) is subject to Florida sales tax under § 212.05 at the state rate of 6% plus any applicable county discretionary surtax.

(b) Occasional or Isolated Sale Exemption. If the sale qualifies as an "occasional or isolated" transaction under § 212.02(14), sales tax may not apply. However, sales of inventory in the regular course of business do not qualify for this exemption.

(c) Resale Certificate. If Buyer intends to resell inventory, Buyer may provide a valid Florida Annual Resale Certificate (Form DR-13) to purchase inventory tax-free.

(d) Responsibility. Unless otherwise allocated below, Buyer is responsible for paying sales tax due at Closing. Seller shall collect and remit as required.

10.2 Documentary Stamp Tax.

(a) Promissory Notes. Documentary stamps at $0.35 per $100 on any seller financing notes (§ 201.08). [____] (Buyer/Seller) shall pay.

(b) Real Property Deeds. If real property is included in the Assets, doc stamps at $0.70 per $100 on the deed (§ 201.02), plus Miami-Dade County surtax if applicable. [____] (Buyer/Seller) shall pay.

(c) Intangible Tax. Florida's intangible personal property tax was repealed effective January 1, 2007. No intangible tax applies.

10.3 Tangible Personal Property Tax Pro-ration.

(a) Tangible personal property tax for the year of Closing shall be prorated between Seller and Buyer as of the Closing Date based on the most recent tax bill (or, if not yet issued, a reasonable estimate).

(b) Seller represents that all DR-405 returns for prior years have been filed and all tangible personal property taxes have been paid.

10.4 Transfer Tax Allocation.

11. CLOSING PROCEDURES

11.1 Closing. The Closing shall take place on [__/__/____] ("Closing Date") at [____] a.m./p.m. at [________________________________], or remotely via electronic exchange.

11.2 Seller Closing Deliverables.

(a) Bill of Sale (Exhibit B), duly executed;
(b) Assignment and Assumption Agreements for Contracts, IP, and Permits;
(c) possession of tangible Assets;
(d) certificates of title for titled Assets, endorsed for transfer;
(e) Florida Certificate of Good Standing from the Florida Department of State, dated within ten (10) days of Closing;
(f) Certificate of Compliance or Clearance Letter from the Florida DOR;
(g) UCC-3 termination statements for all liens on the Assets (§ 679.513);
(h) Florida trademark assignment documents (for Ch. 495 registrations);
(i) officer's certificate confirming Seller's representations are true as of Closing;
(j) FIRPTA affidavit (if applicable); and
(k) such other instruments as Buyer reasonably requests.

11.3 Buyer Closing Deliverables.

(a) Cash Consideration per Section 8.3;
(b) Assumption Agreement, duly executed;
(c) Certificate of Good Standing from Buyer's jurisdiction of formation;
(d) evidence of Buyer's Florida business registration (if required);
(e) officer's certificate confirming Buyer's representations; and
(f) such other instruments as Seller reasonably requests.

12. REPRESENTATIONS AND WARRANTIES OF SELLER (FLORIDA-SPECIFIC)

Seller represents and warrants as of the Effective Date and the Closing Date:

12.1 Organization and Authority. Seller is duly organized, validly existing, and in good standing under Florida law (or its jurisdiction of formation) and qualified to do business in Florida. Seller has authority to execute this Agreement and consummate the Transactions.

12.2 Title to Assets. Seller has good and marketable title to the Assets, free of all liens except Permitted Liens. All UCC financing statements filed against the Assets are listed on Schedule 12.2.

12.3 No Conflicts. Execution and performance do not violate any Florida law, Seller's organizational documents, or any Contract.

12.4 Florida Tax Compliance. Seller represents that:

(a) all Florida sales and use tax returns (Ch. 212) have been timely filed and all taxes paid;
(b) all Florida corporate income tax returns (Ch. 220) have been timely filed and all taxes paid;
(c) all DR-405 tangible personal property tax returns have been filed and taxes paid;
(d) Seller has a current, active Florida sales tax registration;
(e) Seller has no pending DOR audits, assessments, or disputes (or, if any, they are disclosed on Schedule 12.4);
(f) all documentary stamp taxes on prior instruments have been paid; and
(g) Seller has no outstanding Florida unemployment tax (Ch. 443) liabilities.

12.5 Financial Statements. The financial statements delivered to Buyer fairly present the financial condition of the Business.

12.6 Compliance with Florida Law. Seller is in material compliance with all applicable Florida statutes and regulations, including FDUTPA, environmental regulations, employment laws, and licensing requirements.

12.7 Florida Permits and Licenses. Schedule 4.1(f) lists all Florida state, county, and municipal permits, licenses, and approvals required to operate the Business. All such permits are current and in good standing.

12.8 Intellectual Property. Schedule 12.8 lists all registered IP. Florida trademark registrations under Ch. 495 are current. No IP infringement claims are pending or threatened.

12.9 Litigation. Except as disclosed on Schedule 12.9, no pending or threatened claims, actions, or proceedings relate to the Business or Assets in any Florida state or federal court.

12.10 Environmental. The Business operations comply with applicable Florida environmental laws, including the Florida Environmental Protection Act (Ch. 403).

12.11 Employee Matters. Seller is in compliance with Florida employment laws, including the Florida Minimum Wage Act (Art. X, § 24, Fla. Const.) and workers' compensation requirements (Ch. 440).

12.12 Survival. Representations survive for [____] months after Closing, except Fundamental Representations (Organization, Title, Tax Compliance, and Brokers), which survive until expiration of the applicable statute of limitations plus sixty (60) days.

13. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants:

13.1 Organization. Buyer is duly organized, validly existing, and in good standing. If required, Buyer is qualified to do business in Florida.

13.2 No Conflicts. Execution and performance do not violate law or Buyer's organizational documents.

13.3 Financing. Buyer has sufficient funds to pay the Purchase Price.

13.4 Solvency. Buyer will be solvent after giving effect to the Transactions.

13.5 No Brokers. Buyer has not engaged any broker entitled to fees.

13.6 Survival. Buyer's representations survive for [____] months.

14. PRE-CLOSING COVENANTS

14.1 Ordinary Course. Seller shall operate the Business in the ordinary course consistent with past practice from the Effective Date through Closing.

14.2 Maintenance of Assets. Seller shall maintain Assets in good condition (normal wear and hurricane damage covered by insurance excepted).

14.3 Access. Seller shall afford Buyer reasonable access to Assets, Contracts, books, and records upon reasonable notice.

14.4 Confidentiality. Each Party shall maintain the confidentiality of all non-public information regarding the Business and the Transactions. Trade secret information is additionally protected under FUTSA.

14.5 Tax Clearance Cooperation. Seller shall use best efforts to obtain the Certificate of Compliance from the Florida DOR prior to Closing, including promptly responding to any DOR inquiries and providing all requested documentation.

14.6 Employee Communication. Seller shall not communicate with Business employees regarding the Transaction without Buyer's prior written consent, except as required by Florida law.

15. POST-CLOSING NON-COMPETITION (§ 542.335)

15.1 Non-Compete Covenant. For a period of [____] years following the Closing Date ("Restricted Period"), Seller shall not, directly or indirectly:

(a) own, manage, operate, or participate in any business that competes with the Business within [________________________________] (geographic area); or
(b) solicit or hire any employee of the Business who was employed on the Closing Date.

15.2 Legitimate Business Interests (§ 542.335(1)(b)). The non-compete is supported by:

(a) Trade Secrets transferred as part of the Assets (§ 688.002(4));
(b) valuable confidential business information;
(c) substantial relationships with specific prospective or existing customers;
(d) customer goodwill being purchased as part of the Assets; and
(e) extraordinary or specialized knowledge of the Business.

15.3 Presumptive Reasonableness — Sale of Business. Under § 542.335(1)(d)2., for restrictive covenants arising from the sale of a business:

• Up to 3 years is presumptively reasonable;
• Over 7 years is presumptively unreasonable.

The Restricted Period selected by the Parties is intended to fall within these presumptive bounds.

15.4 Judicial Modification. Under § 542.335(1)(c), if a Florida court finds the non-compete overbroad in time, area, or scope, the court shall modify it to render it reasonable and enforceable, rather than declaring it void.

15.5 Injunctive Relief. The Parties acknowledge that breach of this Section 15 will cause irreparable harm. Buyer may seek injunctive relief in Florida Circuit Court (§ 47.011). Under § 542.335(1)(j), the person seeking enforcement of a restrictive covenant is not required to prove irreparable injury to obtain a temporary injunction.

15.6 CHOICE Act (2025). The Parties acknowledge the Florida CHOICE Act (§§ 541.41–541.45, eff. July 1, 2025), which strengthens enforcement of non-competes. Section 542.335 remains the governing statute, but the CHOICE Act's provisions regarding garden leave and consideration requirements may apply to any employment-related restrictive covenants executed in connection with the Transaction.

16. TRADE SECRET PROTECTION (FUTSA)

16.1 Trade Secret Assets. Customer lists, pricing data, supplier terms, proprietary processes, formulations, and other information transferred as part of the Assets may constitute Trade Secrets under § 688.002(4). Buyer shall maintain the secrecy of such information.

16.2 Seller's Ongoing Obligations. Seller shall not misappropriate (§ 688.002(2)) any Trade Secrets included in the Assets after Closing.

16.3 FUTSA Remedies. Misappropriation of transferred Trade Secrets is actionable under FUTSA, providing injunctive relief (§ 688.003), compensatory damages (§ 688.004(1)), exemplary damages up to 2x for willful misconduct (§ 688.004(2)), and attorney fees (§ 688.005).

16.4 Three-Year SOL. FUTSA claims must be brought within three years of discovery (§ 688.007).

17. CONDITIONS PRECEDENT (INCLUDING FLORIDA TAX CLEARANCE)

17.1 Buyer's Conditions.

(a) Seller's representations true in all material respects at Closing;
(b) Seller has performed all pre-Closing covenants;
(c) Florida Tax Clearance: Buyer has received either a Certificate of Compliance or a Clearance Letter from the Florida DOR, or the Tax Holdback mechanism is funded;
(d) all UCC-3 termination statements have been filed releasing liens on the Assets;
(e) all required Florida consents and approvals obtained (Schedule 17.1);
(f) no injunction or legal restraint prohibiting Closing; and
(g) no Material Adverse Effect has occurred.

17.2 Seller's Conditions.

(a) Buyer's representations true in all material respects;
(b) Buyer has performed all pre-Closing covenants;
(c) no injunction prohibiting Closing; and
(d) Buyer has delivered the Cash Consideration.

18. POST-CLOSING ADJUSTMENTS

18.1 Closing Balance Sheet. Within sixty (60) days after Closing, Buyer shall prepare and deliver an unaudited balance sheet as of the Closing Date ("Closing Balance Sheet").

18.2 Dispute. If Seller disputes the Closing Balance Sheet, Seller shall notify Buyer within thirty (30) days. Unresolved disputes shall be submitted to [________________________________] (independent accounting firm) for binding determination. The accountant's fees shall be allocated based on the relative amounts in dispute.

18.3 Adjustment Payment. Any adjustment shall be paid within five (5) Business Days after final determination, with interest at [____]% per annum (not exceeding Florida usury limits).

18.4 Tangible Personal Property Tax Proration. If the actual tangible personal property tax bill differs from the Closing proration estimate, the Parties shall reconcile within thirty (30) days of issuance.

19. INDEMNIFICATION (FLORIDA FRAMEWORK)

19.1 Seller Indemnity. Seller shall indemnify Buyer from all losses arising from:

(a) breach of Seller's representations or warranties;
(b) breach of Seller's covenants;
(c) Excluded Liabilities;
(d) Transferee Liability assessed against Buyer for Seller's pre-Closing taxes under § 213.758; and
(e) any FDUTPA claims arising from Seller's pre-Closing trade practices.

19.2 Buyer Indemnity. Buyer shall indemnify Seller from all losses arising from:

(a) breach of Buyer's representations or warranties;
(b) breach of Buyer's covenants; and
(c) Assumed Liabilities.

19.3 Exclusive Remedy. Except for fraud or willful misconduct, indemnification is the exclusive post-Closing remedy.

19.4 Basket and Cap.

(a) Basket: Seller's indemnification for rep/warranty breaches applies only after aggregate losses exceed $[________________________________] ("Basket"), then for all losses in excess of the Basket.
(b) Cap: Seller's aggregate indemnification for rep/warranty breaches shall not exceed $[________________________________] ("Cap").
(c) Exclusions from Basket/Cap: Fundamental Representations, covenant breaches, Excluded Liabilities, and Transferee Liability under § 213.758 are not subject to the Basket or Cap.

19.5 Procedure. Prompt written Claim Notice; right to assume defense of third-party claims; cooperation; no settlement without consent.

19.6 Tax Treatment. Indemnity payments are treated as adjustments to the Purchase Price for tax purposes, unless required otherwise by law.

20. LIMITATION OF LIABILITY

20.1 Consequential Damages. Except for fraud, willful misconduct, or indemnification under Section 19, neither Party is liable for punitive, special, or consequential damages.

20.2 Risk Allocation. The Basket, Cap, and liability limitations reflect the negotiated risk allocation.

21. TERMINATION

21.1 Termination Events. This Agreement may be terminated before Closing:

(a) by mutual written consent;
(b) by either Party if Closing has not occurred by [__/__/____] ("Outside Date"), provided the terminating Party is not in breach;
(c) by Buyer if a Buyer Condition (Section 17.1) becomes incapable of fulfillment, including failure to obtain Florida tax clearance;
(d) by Seller if a Seller Condition (Section 17.2) becomes incapable of fulfillment; or
(e) by either Party if a Florida court or governmental authority issues a final, non-appealable order prohibiting the Transaction.

21.2 Effect. Upon termination, this Agreement becomes void except for Sections 14.4 (Confidentiality), 16 (Trade Secrets), 21.2, 23 (Dispute Resolution), and 24 (General Provisions).

21.3 Deposit. If terminated due to Seller's breach, the Deposit returns to Buyer. If terminated due to Buyer's breach, the Deposit is released to Seller as liquidated damages. In all other cases, the Deposit returns to Buyer.

22. FLORIDA HURRICANE / FORCE MAJEURE

22.1 Force Majeure Events. Closing obligations (other than payment) are excused during:

(a) hurricanes and tropical storms affecting the geographic area of the Business;
(b) government-declared emergencies under the Florida Emergency Management Act (Ch. 252);
(c) mandatory evacuation orders affecting the county where the Business operates;
(d) flooding, sinkholes, or other Florida-specific natural hazards;
(e) acts of terrorism, war, or civil unrest; and
(f) utility disruptions affecting the Business premises.

22.2 Extension. The Outside Date shall be automatically extended by the number of days of a force majeure event, up to a maximum of [____] days.

22.3 Insurance. If a hurricane or other covered event damages the Business assets between the Effective Date and Closing, Seller shall assign insurance proceeds for the damaged Assets to Buyer, and the Purchase Price shall be adjusted for any uninsured loss.

23. DISPUTE RESOLUTION (FLORIDA VENUE AND GOVERNING LAW)

23.1 Governing Law. This Agreement is governed by Florida law, without regard to conflict-of-laws principles. The Florida UCC (Ch. 671–680) applies to the transfer of goods. Florida common law of contracts applies to all other matters.

23.2 Venue. Exclusive jurisdiction: Florida Circuit Court in and for [________________________________] County, Florida, and the United States District Court for the [________________________________] District of Florida (§ 47.011 et seq.).

23.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW, EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY.

23.4 Attorney Fees. The prevailing Party recovers reasonable attorney fees and costs under § 57.105. Under § 57.105(7), one-sided provisions are construed as reciprocal.

23.5 Prejudgment Interest. The prevailing Party recovers prejudgment interest under Florida common law.

23.6 Statute of Limitations. Written contract claims: five (5) years under § 95.11(2)(b). FUTSA claims: three (3) years under § 688.007.

23.7 Optional Arbitration.

☐ Binding arbitration elected: Disputes resolved in [________________________________], Florida, by [________________________________].
☐ No arbitration: Courts in Section 23.2.

24. GENERAL PROVISIONS

24.1 Notices. Written, by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

24.2 Amendment. Written and signed by both Parties.

24.3 Assignment. Buyer may assign to an Affiliate or financing source, provided Buyer remains liable. No other assignment without consent.

24.4 Severability. Invalid provisions reformed; remaining provisions in full force. Restrictive covenants modified under § 542.335(1)(c).

24.5 Entire Agreement. This Agreement and Schedules/Exhibits constitute the entire agreement.

24.6 Counterparts and Electronic Signatures. Counterparts permitted. Electronic signatures binding under § 668.50 (Florida UETA).

24.7 Construction. "Including" = "including without limitation." Headings for convenience.

24.8 Further Assurances. Each Party shall execute additional documents as reasonably necessary to consummate the Transactions.

24.9 Prevailing Party Fees. Reinforcing Section 23.4: in any enforcement action, the prevailing Party recovers fees and costs.

25. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Florida Asset Purchase Agreement as of the Effective Date.

SELLER:

[________________________________]

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

[________________________________]

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

26. SCHEDULES AND EXHIBITS

Schedules:

• Schedule 4.1(d) — Assigned Contracts
• Schedule 4.1(f) — Transferred Florida Permits and Licenses
• Schedule 5 — Excluded Assets
• Schedule 6.1 — Assumed Liabilities
• Schedule 6.2 — Permitted Liens / UCC Financing Statements
• Schedule 8.1(c) — Earnout Terms
• Schedule 12.2 — UCC Filings Against Assets
• Schedule 12.4 — Pending DOR Audits/Disputes
• Schedule 12.8 — Intellectual Property (Including FL Trademark Registrations)
• Schedule 12.9 — Litigation
• Schedule 17.1 — Required Florida Consents and Approvals

Exhibits:

• Exhibit A — Escrow Agreement
• Exhibit B — Bill of Sale
• Exhibit C — Assignment and Assumption Agreement
• Exhibit D — IP Assignment (Including FL Trademark Assignment)
• Exhibit E — Non-Competition Agreement (§ 542.335 Compliant)
• Exhibit F — DOR Tax Clearance Application (DR-842 / DR-843)

Sources and References

• Florida Transferee Liability — § 213.758
• Florida DOR Tax Clearance — floridarevenue.com
• Florida DOR Transferee Liability Analysis — FL Sales Tax Blog
• Florida Sales and Use Tax — Ch. 212
• Florida UCC — Ch. 671–680
• Florida Documentary Stamp Tax — § 201.02
• Florida Tangible Personal Property Tax — Ch. 196
• Florida Non-Compete — § 542.335
• Florida CHOICE Act (2025) — Hunton Andrews Kurth Summary
• FUTSA — § 688.001 et seq.
• Successor Liability in FL Asset Purchases — Rogers Towers Analysis
• Florida Attorney Fees — § 57.105
• Florida Usury — § 687.02