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The Commercial Real Estate Purchase And Sale Agreement is a crucial legal instrument used in Indonesian property transactions to formalize the transfer of commercial real estate ownership. This document is essential when conducting significant property transactions in Indonesia, whether between domestic parties or involving foreign investors (subject to applicable ownership restrictions). It must comply with various Indonesian regulations, including the Basic Agrarian Law, property registration requirements, and regional property tax regulations. The agreement typically includes comprehensive details about the property, purchase terms, conditions precedent, representations and warranties, and completion requirements. It serves as the primary reference document for the transaction and subsequent property registration with the relevant authorities.

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

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

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

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

5. Purchase Price: Statement of the purchase price, payment terms, and method of payment

6. Payment Terms: Detailed payment schedule, including deposit, installments, and completion payment

7. Conditions Precedent: Conditions that must be satisfied before completion can occur

8. Pre-Completion Obligations: Obligations of both parties before completion, including due diligence and property maintenance

9. Completion: Process and requirements for completion of the sale

10. Post-Completion Matters: Obligations after completion, including registration of title and handover procedures

11. Representations and Warranties: Statements of fact and promises made by both parties

12. Seller's Covenants: Specific undertakings by the seller regarding the property

13. Termination: Circumstances under which the agreement can be terminated and consequences

14. Default: Consequences of breach by either party

15. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes

16. Notices: How formal communications between parties should be made

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