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The MoU For Business Takeover is a crucial preliminary document used in Indonesian corporate transactions when one company intends to acquire another entity's business operations. This document is typically prepared during the initial stages of negotiations, after preliminary discussions have yielded basic agreement on key terms but before detailed due diligence commences. It serves as a roadmap for the transaction, incorporating essential elements required under Indonesian law, including compliance with Law No. 40 of 2007 and relevant investment regulations. The MoU outlines fundamental aspects such as transaction structure, preliminary valuation, due diligence scope, exclusivity periods, and confidentiality obligations. While mostly non-binding, it demonstrates serious intent and commitment from both parties and typically precedes more detailed, binding agreements such as a Share Purchase Agreement or Asset Purchase Agreement.

1. Parties: Identification of all parties involved in the takeover, including their legal names, registration numbers, and authorized representatives

2. Background: Context of the proposed takeover, including brief description of both businesses and the rationale for the transaction

3. Definitions: Key terms used throughout the MoU, ensuring clear interpretation of important concepts and terminology

4. Proposed Transaction Structure: Overview of the intended takeover structure, including type of acquisition (asset or share purchase) and basic transaction mechanics

5. Purchase Price and Payment Terms: Preliminary agreement on purchase price or valuation methodology, payment structure, and any earnout considerations

6. Due Diligence: Framework for the due diligence process, including scope, timeline, and access to information

7. Conditions Precedent: Key conditions that must be satisfied before proceeding with the definitive agreement

8. Exclusivity: Terms of exclusive negotiation period, preventing the seller from engaging with other potential buyers

9. Confidentiality: Binding provisions regarding the confidentiality of information exchanged during negotiations

10. Costs and Expenses: Agreement on how transaction costs will be allocated between parties

11. Timeline: Proposed schedule for key milestones including due diligence, definitive agreement, and closing

12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of dispute resolution forum