The Agreement of Purchase and Sale of Business Assets is a crucial legal document used in Indonesian business transactions when one entity wishes to acquire specific assets of another entity without purchasing the entire company. This agreement is essential for transactions governed by Indonesian law, particularly under the framework of the Indonesian Civil Code (KUHPerdata) and Law No. 40 of 2007 on Limited Liability Companies. It's commonly used when businesses want to transfer specific assets such as equipment, inventory, intellectual property, or other business assets while leaving behind certain liabilities or assets. The document needs to comply with local regulatory requirements, including proper asset identification, valuation requirements, tax considerations, and necessary government approvals. It provides legal protection for both parties by clearly defining the assets being transferred, purchase terms, warranties, and post-closing obligations.
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1. Parties: Identification of seller and purchaser with complete legal details
2. Background: Context of the transaction and brief description of the business and assets
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Assets: Description of assets being sold and confirmation of transfer
5. Purchase Price: Purchase price, payment terms, and adjustment mechanisms
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Seller's Representations and Warranties: Warranties regarding ownership, condition of assets, and business operations
8. Purchaser's Representations and Warranties: Warranties regarding authority, capability to complete transaction
9. Covenants: Pre-closing and post-closing obligations of both parties
10. Indemnification: Indemnification obligations and procedures
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Confidentiality: Confidentiality obligations regarding transaction and business information
13. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
14. General Provisions: Standard provisions including notices, amendments, and severability
15. Execution: Signature blocks and execution requirements
1. Employee Matters: Include when transaction involves transfer of employees
2. Intellectual Property: Include when significant IP assets are being transferred
3. Real Property: Include when real estate assets are part of the transaction
4. Environmental Matters: Include when business involves environmental risks or permits
5. Government Approvals: Include when transaction requires specific regulatory approvals
6. Transition Services: Include when seller will provide post-closing operational support
7. Non-Competition: Include when restricting seller's future competitive activities
8. Foreign Investment Provisions: Include when transaction involves foreign investors
9. Financing Contingency: Include when purchase is subject to financing conditions
1. Schedule A - Purchased Assets: Detailed inventory of all assets being purchased
2. Schedule B - Excluded Assets: List of assets specifically excluded from the transaction
3. Schedule C - Purchase Price Allocation: Breakdown of purchase price across asset categories
4. Schedule D - Assumed Liabilities: List of liabilities being assumed by purchaser
5. Schedule E - Excluded Liabilities: List of liabilities specifically excluded from assumption
6. Schedule F - Required Consents: List of third-party consents needed for transaction
7. Schedule G - Encumbrances: List of existing liens or encumbrances on assets
8. Schedule H - Material Contracts: List of key contracts related to the assets
9. Schedule I - Permits and Licenses: List of permits and licenses being transferred
10. Appendix 1 - Form of Bill of Sale: Form document for transferring title to personal property
11. Appendix 2 - Form of Assignment and Assumption Agreement: Form document for transferring contracts and assuming liabilities
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