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Acquisition Purchase Agreement
"I need an Acquisition Purchase Agreement for a tech startup acquisition in Jakarta, where our Singapore-based company is purchasing 75% of the shares, with a planned completion date of March 2025 and including specific provisions for intellectual property rights and employee retention."
1. Parties: Identification of the seller(s), buyer(s), and any guarantors
2. Background: Context of the transaction, including brief description of the target company and purpose of the acquisition
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules
4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Prerequisites for closing, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and closing
8. Completion: Closing mechanics, deliverables, and timing
9. Warranties: Seller's representations and warranties about the business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax indemnities, allocations, and compliance obligations
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Announcements: Rules for public announcements about the transaction
14. Further Assurance: Obligations to take additional actions to give effect to the agreement
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Non-Competition: Restrictions on seller's competing activities - include when seller could compete post-sale
2. Employee Matters: Employee transfer provisions - include when employees are transferring
3. Real Estate: Property transfer provisions - include when real estate is material to the transaction
4. Intellectual Property: IP transfer and protection - include for technology or brand-focused companies
5. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses
6. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent
7. Foreign Investment Provisions: Special provisions for foreign buyers - include when buyer is non-Indonesian
8. Transition Services: Post-completion service arrangements - include when seller must provide continued support
1. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments
2. Warranties: Detailed seller warranties about the business and assets
3. Disclosure Letter: Seller's disclosures against the warranties
4. Company Information: Details of the target company including corporate documents
5. Properties: List and details of real estate owned or leased
6. Material Contracts: List and copies of key business contracts
7. Intellectual Property: Schedule of IP rights owned or licensed
8. Employee Information: Details of employees including terms of employment
9. Completion Deliverables: List of documents and items to be delivered at closing
10. Form of Transfer Documents: Templates for share transfer forms and other transfer instruments
Authors
Accounts Date
Acquisition
Affiliate
Agreement
Applicable Law
Assets
BKPM
Board of Commissioners
Board of Directors
Business
Business Day
Buyer
Claim
Closing
Closing Date
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Group
IDR
Indonesian GAAP
Intellectual Property Rights
KPPU
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
OJK
Parties
Permits
Purchase Price
Purchase Price Adjustment
Related Party
Relevant Authority
Representatives
Rupiah
Sale Shares
Seller
Signing Date
Shareholders
Subsidiaries
Target Company
Tax
Tax Authority
Transaction
Transaction Documents
USD
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnification
Tax Matters
Regulatory Compliance
Competition Law
Foreign Investment
Employee Matters
Intellectual Property
Real Property
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Counterparts
Language Requirements
Environmental Compliance
Insurance
Data Protection
Business Continuity
Authority and Capacity
Further Assurance
Costs and Expenses
Announcements
Manufacturing
Technology
Real Estate
Financial Services
Mining
Agriculture
Retail
Healthcare
Energy
Telecommunications
Consumer Goods
Infrastructure
Transportation
Media and Entertainment
Professional Services
Legal
Finance
Mergers & Acquisitions
Corporate Development
Risk Management
Compliance
Tax
Human Resources
Strategy
Operations
Business Development
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Mergers & Acquisitions
Finance Director
Legal Director
Investment Director
Business Development Director
Risk Management Officer
Compliance Officer
Corporate Development Manager
Transaction Manager
Due Diligence Manager
Integration Manager
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