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Business Acquisition Agreement

Business Acquisition Agreement Template for Indonesia

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Key Requirements PROMPT example:

Business Acquisition Agreement

"I need a Business Acquisition Agreement under Indonesian law for the purchase of a medium-sized manufacturing company, with specific provisions for intellectual property rights and environmental compliance, including foreign investment approval requirements as the buyer is a Japanese corporation."

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Document background
The Business Acquisition Agreement serves as the primary transaction document for business acquisitions in Indonesia, whether structured as asset or share purchases. It must comply with Indonesian legal framework, particularly Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment. The agreement is essential for documenting the transfer of business ownership, establishing parties' rights and obligations, and ensuring regulatory compliance, including foreign ownership restrictions and competition law requirements. It includes detailed provisions on purchase price mechanisms, warranties, indemnities, conditions precedent, and completion requirements, while accommodating sector-specific regulations and mandatory Indonesian law provisions. The document is crucial for both domestic and cross-border transactions, requiring careful consideration of local business practices and regulatory requirements.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement

2. Background: Context of the transaction, including brief description of the business and purpose of the acquisition

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including assets/shares being acquired and basic deal structure

5. Purchase Price and Payment: Details of consideration, payment terms, adjustments, and payment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Process and requirements for closing the transaction, including deliverables and timing

9. Warranties and Representations: Statements of fact and assurances from the parties, particularly the seller

10. Limitations on Liability: Restrictions and caps on warranty claims and other liabilities

11. Indemnities: Specific indemnities and protection against identified risks

12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements

13. Confidentiality: Obligations regarding confidential information and announcements

14. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Employee Matters: Specific provisions for employee transfers and related obligations, required when staff transfer is significant

3. Intellectual Property: Detailed IP provisions when intellectual property is a key asset

4. Real Estate: Specific provisions for property transfers when real estate is a significant component

5. Environmental Matters: Required for businesses with environmental risks or compliance obligations

6. Data Protection: Required when personal data processing is involved in the business

7. Parent Company Guarantee: Used when parent company support is required for either party

8. Break Fee: Included when parties agree to compensation if the deal fails under specific circumstances

Suggested Schedules

1. Business Description: Detailed description of the target business and its assets

2. Purchase Price Calculation: Detailed methodology for calculating and adjusting the purchase price

3. Warranties: Comprehensive list of seller's warranties

4. Properties: List and details of real estate assets

5. Intellectual Property Rights: Schedule of IP rights owned or used by the business

6. Material Contracts: List and copies of key business contracts

7. Employees: Details of employees and their terms of employment

8. Completion Deliverables: List of documents and actions required at completion

9. Permitted Encumbrances: List of accepted liens or encumbrances on assets

10. Disclosure Letter: Seller's disclosures against the warranties

11. Form of Resignation Letters: Template resignation letters for outgoing directors

12. Transfer Documents: Forms of various transfer instruments required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

























































Clauses
















































Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Retail

Healthcare

Energy

Mining

Agriculture

Transportation

Hospitality

Construction

Telecommunications

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Risk Management

Corporate Secretariat

Tax

Human Resources

Operations

Business Development

Due Diligence

Integration

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Finance Director

Legal Director

Business Development Manager

Investment Manager

Corporate Secretary

Risk Manager

Compliance Officer

Due Diligence Manager

Integration Manager

Strategy Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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