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Business Purchase Agreement Contract

Business Purchase Agreement Contract Template for Indonesia

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Key Requirements PROMPT example:

Business Purchase Agreement Contract

"I need a Business Purchase Agreement Contract for acquiring a medium-sized Indonesian manufacturing company based in Jakarta, with a planned completion date of March 15, 2025, including specific provisions for existing employee retention and machinery assets transfer."

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Document background
The Business Purchase Agreement Contract is a crucial legal document used in Indonesian business transactions when one entity intends to acquire another business or its assets. It operates within the framework of Indonesian law, particularly the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 40 of 2007 on Limited Liability Companies. This document is essential for both domestic and foreign investors, requiring careful consideration of Indonesia's investment regulations, including the Negative Investment List and foreign ownership restrictions. The agreement comprehensively covers all aspects of the transaction, from initial due diligence findings to post-completion obligations, and must be properly executed before a notary public to ensure legal validity in Indonesia. It's particularly important to note that specific sectors may require additional regulatory approvals or have ownership restrictions under Indonesian law.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including complete legal names, registration numbers, and addresses

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

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Purchase price, payment terms, payment method, and any adjustments

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of the completion process, timing, and requirements

9. Warranties and Representations: Warranties and representations made by the seller regarding the business

10. Limitations on Claims: Limitations on warranty claims and other liability restrictions

11. Indemnities: Specific indemnities provided by either party

12. Post-Completion Obligations: Ongoing obligations after completion

13. Confidentiality: Confidentiality obligations of all parties

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

15. Notices: Process for formal communications between parties

16. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, etc.

17. Execution: Signature blocks and execution formalities

Optional Sections

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

2. Employee Matters: Include when there are specific arrangements regarding employees

3. Intellectual Property Rights: Include when IP assets are a significant part of the business

4. Real Property: Include when real estate assets are involved

5. Environmental Matters: Include for businesses with environmental implications or risks

6. Tax Matters: Include when specific tax arrangements or indemnities are required

7. Transitional Services: Include when seller will provide post-completion services

8. Bank Guarantees: Include when payment is secured by bank guarantees

9. Foreign Investment Provisions: Include when the purchaser is a foreign entity

Suggested Schedules

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights included in the sale

5. Schedule 5 - Material Contracts: List of key contracts being transferred

6. Schedule 6 - Employees: Details of employees and their terms of employment

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables

9. Schedule 9 - Permitted Encumbrances: List of permitted encumbrances on assets

10. Appendix A - Form of Transfer Documents: Templates for various transfer documents

11. Appendix B - Disclosure Letter: Seller's disclosures against the warranties

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

Retail

Technology

Real Estate

Financial Services

Healthcare

Hospitality

Education

Mining

Agriculture

Construction

Transportation

Energy

Telecommunications

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Due Diligence

Tax

Compliance

Risk Management

Operations

Business Development

Strategy

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Finance Director

Legal Director

Corporate Secretary

Business Development Manager

Investment Manager

Mergers & Acquisitions Manager

Due Diligence Manager

Commercial Director

Risk Manager

Compliance Officer

Tax Manager

Operations 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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