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Buy Out Agreement Template for Indonesia

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Key Requirements PROMPT example:

Buy Out Agreement

"I need a Buy Out Agreement under Indonesian law for the complete acquisition of a manufacturing company, where we'll be purchasing 100% of shares from three existing shareholders, with completion planned for March 2025 and including a 6-month transition period with the current management."

Document background
The Buy Out Agreement is a crucial document used in Indonesian business transactions when one party wishes to acquire ownership interests from another party, whether through share purchase or asset acquisition. This document is essential for both domestic and cross-border transactions, requiring careful consideration of Indonesian investment laws, company regulations, and tax implications. It serves as the primary contract governing the terms of the buyout, including purchase price, payment mechanisms, representations and warranties, and closing conditions. The agreement must comply with Law No. 40 of 2007 on Limited Liability Companies and other relevant Indonesian regulations, particularly when foreign investment is involved. It's commonly used in various scenarios including complete business acquisitions, partial stake purchases, management buyouts, and corporate restructuring.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names and addresses

2. Background: Context of the transaction, including description of the business and current ownership structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the agreed purchase price

5. Payment Terms: Structure and timing of payments, including any installments or escrow arrangements

6. Closing Conditions: Prerequisites that must be met before the transaction can complete

7. Seller's Warranties: Representations and warranties about the business, shares, and authority to sell

8. Buyer's Warranties: Representations about authority to purchase and financial capacity

9. Pre-Closing Obligations: Parties' obligations between signing and closing, including business operation requirements

10. Closing Mechanics: Detailed process for completing the transaction, including required documents and actions

11. Confidentiality: Obligations regarding confidential information and announcement of the transaction

12. Tax Matters: Allocation of tax liabilities and responsibilities

13. Governing Law and Dispute Resolution: Applicable law and method for resolving disputes

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

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities - used when seller might compete with the business

2. Employee Matters: Provisions regarding retention of employees - important for asset purchases or complete buyouts

3. Regulatory Compliance: Specific provisions for regulated industries or when foreign investment approval is needed

4. Transitional Services: Terms for seller's continued involvement during transition - used when ongoing support is needed

5. Intellectual Property: Specific provisions for IP transfer - important when IP is a significant business asset

6. Environmental Matters: Environmental warranties and indemnities - important for businesses with environmental risks

7. Real Estate: Provisions regarding property transfers or lease assignments - used when real estate is involved

Suggested Schedules

1. Schedule 1 - Company Information: Details of the company including registration numbers, licenses, and share capital structure

2. Schedule 2 - Shares/Assets Being Transferred: Detailed description of exactly what is being sold

3. Schedule 3 - Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments

4. Schedule 4 - Seller's Warranties: Comprehensive list of detailed warranties given by the seller

5. Schedule 5 - Required Consents: List of third-party and regulatory consents needed for the transaction

6. Schedule 6 - Encumbrances: List of any existing liens, charges, or encumbrances on the assets/shares

7. Schedule 7 - Material Contracts: List of important business contracts that may be affected by the transaction

8. Schedule 8 - Closing Documents: List of all documents required to be delivered at closing

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

Relevant legal definitions
























































Clauses








































Relevant Industries

Manufacturing

Technology

Retail

Real Estate

Financial Services

Mining

Agriculture

Healthcare

Education

Transportation

Hospitality

Construction

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Corporate Secretariat

Strategy

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Business Development Director

Investment Manager

Finance Director

Company Secretary

Risk Manager

Compliance Officer

Board Member

Shareholder

M&A Director

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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