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Definitive Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Definitive Purchase Agreement

"I need a Definitive Purchase Agreement under Indonesian law for the acquisition of a manufacturing facility in Jakarta, with completion scheduled for March 2025, including specific provisions for employee transfer and environmental compliance."

Document background
The Definitive Purchase Agreement is a crucial document used in Indonesian business transactions for the sale and purchase of assets, shares, or entire businesses. It represents the culmination of negotiations and due diligence processes, incorporating all final terms and conditions agreed upon by the parties. The agreement must comply with Indonesian law, particularly the Civil Code (KUHPer) and relevant sector-specific regulations, while often needing to accommodate international business practices when foreign parties are involved. This document is essential for significant corporate transactions, mergers and acquisitions, and asset purchases, providing comprehensive coverage of transaction mechanics, risks, warranties, and post-completion obligations. It requires careful drafting to ensure enforceability under Indonesian law while protecting both parties' interests.
Suggested Sections

1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies

2. Background: Context of the transaction and brief description of the subject matter being purchased

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

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

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

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

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

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties and Representations: Standard warranties and representations from both parties

10. Limitations of Liability: Limitations on claims and liability caps

11. Indemnification: Indemnity provisions and procedures for claims

12. Confidentiality: Obligations regarding confidential information

13. Force Majeure: Provisions dealing with events beyond parties' control

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

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Tax Matters: Detailed tax provisions when tax implications are significant or complex

2. Employee Matters: Required when the purchase involves transfer of employees

3. Intellectual Property: Detailed IP provisions when IP assets are material to the transaction

4. Real Estate: Specific provisions for transactions involving real property

5. Environmental Matters: Required when environmental liabilities are a concern

6. Regulatory Compliance: Specific regulatory obligations in regulated industries

7. Transition Services: Post-completion services provided by seller to buyer

8. Non-Competition: Non-compete and non-solicitation provisions where relevant

9. Foreign Investment Provisions: Required when transaction involves foreign investment in Indonesia

Suggested Schedules

1. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

2. Assets Schedule: Detailed list of assets being purchased

3. Excluded Assets: List of assets explicitly excluded from the transaction

4. Warranty Schedule: Detailed warranties and disclosures

5. Property Schedule: Details of any real property included in the transaction

6. Intellectual Property Schedule: List of IP rights being transferred

7. Material Contracts: List of key contracts relevant to the transaction

8. Required Consents: List of third-party consents required

9. Completion Deliverables: Detailed list of documents required at completion

10. Form of Transfer Documents: Pro forma transfer documentation required under Indonesian law

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

Real Estate

Technology

Mining and Resources

Agriculture

Retail

Financial Services

Healthcare

Energy

Infrastructure

Telecommunications

Consumer Goods

Transportation and Logistics

Hospitality and Tourism

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Strategy

Compliance

Risk Management

Business Development

Commercial

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Head of Mergers & Acquisitions

Investment Director

Commercial Director

Business Development Manager

Finance Manager

Legal Manager

Compliance Officer

Risk Manager

Corporate Development 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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