The Asset Sale and Purchase Agreement is a crucial document used in Indonesian business transactions when one party wishes to sell and another party wishes to purchase specific assets, rather than shares or an entire business. This agreement is essential for documenting the transfer of ownership of tangible and intangible assets, ensuring compliance with Indonesian law, including the Civil Code (KUHPerdata), tax regulations, and industry-specific requirements. It is particularly important in situations requiring clear documentation of asset ownership transfer, precise valuation, and specific conditions for completion. The document must comply with Indonesian language requirements for certain types of agreements and may need notarization or registration with relevant authorities. It includes detailed provisions for due diligence, warranties, indemnities, and regulatory approvals, making it suitable for both straightforward and complex asset transfers in the Indonesian jurisdiction.
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1. Parties: Identification of the seller and purchaser, including their full legal names, registration numbers, and addresses
2. Background: Context of the transaction, brief description of the assets, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including clear identification of assets being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price, payment method, and payment schedule
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Completion: Details of the completion process, timing, and deliverables
8. Seller's Warranties: Warranties regarding ownership, condition, and status of the assets
9. Buyer's Warranties: Warranties regarding authority and capacity to purchase
10. Tax Matters: Allocation of tax responsibilities and obligations
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Environmental Matters: Required when assets include land or facilities with environmental implications
2. Intellectual Property Rights: Needed when assets include patents, trademarks, or other IP
3. Employee Matters: Required when the asset sale involves transfer of employees
4. Regulatory Compliance: Needed for heavily regulated assets or industries
5. Post-Completion Covenants: Optional section for ongoing obligations after completion
6. Non-Competition: Required when restricting seller's future business activities
7. Transition Services: Needed when seller will provide post-completion support
8. Foreign Investment Provisions: Required when involving foreign buyers under Indonesian investment law
1. Asset Schedule: Detailed list and description of all assets being transferred
2. Purchase Price Allocation: Breakdown of purchase price across different asset categories
3. Form of Transfer Documents: Templates for asset transfer documentation
4. Required Consents: List of third-party and regulatory approvals needed
5. Encumbrances: List of existing liens, charges, or other encumbrances on the assets
6. Due Diligence Results: Summary of key findings from due diligence
7. Completion Checklist: List of actions and documents required for completion
8. Tax Clearance Certificates: Required tax documentation from Indonesian authorities
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