Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances. Key facts about business asset purchase agreement (APA) and sample template for asset sale in Florida and explanations about what should go in an APA.Fill out the form to access a sample of Practical Guidance. Assignment and assumption agreement, substantially in the form attached hereto as Exhibit. (the "Assignment and Assumption. Here is an example of what a business purchase agreement might look like.