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The Commercial Real Estate Purchase Agreement is a crucial document used in Indonesian property transactions when transferring ownership of commercial real estate between parties. It is essential for any business entity looking to acquire or dispose of commercial property in Indonesia, whether for investment, operational use, or development purposes. The agreement must comply with Indonesian property law, particularly the Basic Agrarian Law and related regulations governing land rights, building ownership, and property transfer. It includes comprehensive provisions for property description, payment terms, regulatory compliance, due diligence requirements, and completion procedures. Special consideration is given to Indonesian-specific requirements such as mandatory notarization, land certificate verification, and foreign ownership restrictions. This document is particularly important given Indonesia's unique land title system and strict regulatory framework for commercial property transactions.

1. Parties: Identification of buyer and seller, including complete legal names, registration numbers for companies, and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement, including technical and legal terms specific to Indonesian real estate

4. Property Details: Comprehensive description of the property, including land certificate details, building specifications, and exact boundaries

5. Purchase Price and Payment Terms: Details of the purchase price, payment schedule, and method of payment, including escrow arrangements if applicable

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and due diligence requirements

7. Seller's Representations and Warranties: Seller's declarations regarding property ownership, encumbrances, compliance with laws, and other material facts

8. Buyer's Representations and Warranties: Buyer's declarations regarding legal capacity, financing ability, and compliance with foreign ownership restrictions if applicable

9. Completion Process: Detailed procedure for closing the transaction, including document signing, payment, and property handover

10. Tax Obligations: Allocation of tax responsibilities including transfer tax, VAT, and other applicable taxes

11. Registration and Notarization: Requirements for notarial deed execution and property registration transfer

12. Default and Termination: Consequences of default by either party and conditions for agreement termination

13. Dispute Resolution: Procedures for resolving disputes, including choice of forum and applicable law

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments