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Asset Acquisition Agreement

Asset Acquisition Agreement Template for Indonesia

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Key Requirements PROMPT example:

Asset Acquisition Agreement

"I need an Asset Acquisition Agreement under Indonesian law for the purchase of manufacturing equipment and associated IP rights from PT Java Industries, with completion scheduled for March 2025, including specific provisions for technology transfer and employee training."

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Document background
The Asset Acquisition Agreement is a crucial document used in Indonesian business transactions when one party wishes to acquire specific assets from another party without purchasing the entire business entity. This agreement is essential in the Indonesian legal framework, particularly when dealing with significant assets that require careful documentation and regulatory compliance. The document must align with various Indonesian laws, including the Civil Code (Kitab Undang-undang Hukum Perdata), Investment Law (Law No. 25 of 2007), and sector-specific regulations. It's commonly used in corporate restructuring, business expansion, or strategic acquisition scenarios, and must address unique aspects of Indonesian law such as foreign ownership restrictions, mandatory language requirements, and specific sectoral regulations. The agreement typically includes detailed provisions on asset identification, valuation, transfer mechanisms, warranties, and both pre and post-completion obligations.
Suggested Sections

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

2. Background: Context of the transaction, including brief description of the assets and purpose of the acquisition

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the assets being sold and purchased

5. Purchase Price: Amount, currency, payment terms, and adjustment mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Completion: Timing, location, and mechanics of completion, including deliverables

8. Seller's Warranties: Representations and warranties regarding the assets and seller's capacity

9. Purchaser's Warranties: Representations and warranties regarding the purchaser's capacity and authority

10. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business

11. Post-Completion Obligations: Actions required after completion, including transfer processes and registrations

12. Liability and Indemnification: Scope of liability and indemnification obligations

13. Confidentiality: Obligations regarding confidential information and announcements

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

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

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Tax Matters: Specific tax arrangements and allocations - include when tax implications are significant or complex

2. Environmental Matters: Environmental warranties and indemnities - include for industrial assets or real estate

3. Intellectual Property: Specific IP-related provisions - include when acquiring assets with significant IP components

4. Employee Matters: Employment-related provisions - include when assets include transfer of employees

5. Regulatory Compliance: Specific regulatory obligations - include for heavily regulated assets or industries

6. Foreign Investment Provisions: Special provisions for foreign investors - include when purchaser is foreign

7. Bank Guarantee/Security: Security arrangements - include when payment terms include deferred consideration

8. Anti-corruption Compliance: Anti-bribery and corruption provisions - include for high-value or public sector-related transactions

9. Force Majeure: Force majeure provisions - include for long-term completion arrangements

10. Transfer of Permits and Licenses: Specific provisions for permit transfers - include when assets require operational permits

Suggested Schedules

1. Asset Schedule: Detailed description and inventory of all assets being acquired

2. Purchase Price Calculation: Detailed breakdown of purchase price and any adjustment mechanisms

3. Form of Transfer Documents: Templates for asset transfer documentation

4. Completion Checklist: List of all documents and actions required at completion

5. Encumbrances: List of existing encumbrances on the assets

6. Required Consents: List of third-party and regulatory consents required

7. Existing Contracts: List of contracts related to the assets being transferred

8. Intellectual Property Register: Details of all IP rights included in the acquisition

9. Property Details: Detailed information about any real property assets

10. Employee Information: Details of any employees being transferred with the assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acquisition
Agreement
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Environmental Law
Environmental Permits
Event of Default
Execution Date
Force Majeure Event
Governmental Authority
IDR
Intellectual Property Rights
Law
Liability
License
Long Stop Date
Loss
Material Adverse Change
Material Contract
Notice
Parties
Permits
Purchase Price
Purchaser
Related Party
Relevant Authority
Representatives
Rupiah
Sale Assets
Seller
Signing Date
Tax
Tax Authority
Transaction Documents
Transfer
USD
Warranties
Working Hours
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Asset Transfer
Representations and Warranties
Seller Warranties
Purchaser Warranties
Title and Ownership
Due Diligence
Indemnification
Liability Limitations
Tax Matters
Environmental Compliance
Regulatory Compliance
Foreign Investment
Intellectual Property
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Language Requirements
Further Assurance
Costs and Expenses
Time of Essence
Waiver
Third Party Rights
Counterparts
Anti-Corruption
Data Protection
Employee Matters
Insurance
Bank Guarantee
Security Arrangements
Relevant Industries

Manufacturing

Real Estate

Technology

Mining

Agriculture

Financial Services

Retail

Healthcare

Energy

Infrastructure

Telecommunications

Hospitality

Transportation

Construction

Education

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Risk Management

Compliance

Operations

Treasury

Tax

Business Development

Property Management

Facilities Management

Due Diligence

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Finance Director

Legal Director

Mergers & Acquisitions Manager

Business Development Manager

Asset Manager

Investment Manager

Risk Manager

Compliance Officer

Due Diligence Manager

Treasury Manager

Operations Director

Property Manager

Facilities Manager

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Foundational law governing contracts, obligations, and property rights in Indonesia. Particularly relevant for contract formation, validity requirements, and general principles of asset transfer.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including restrictions on foreign ownership of assets and business sectors.
Law No. 5 of 1999 on Competition: Anti-monopoly and unfair business competition law that may require notification or approval for certain asset acquisitions above specified thresholds.
Law No. 36 of 2008 on Income Tax: Governs taxation aspects of asset transfers, including capital gains tax implications and value-added tax considerations.
Law No. 5 of 1960 on Basic Agrarian Law: Essential for land-based asset acquisitions, governing land rights and ownership restrictions in Indonesia.
Government Regulation No. 27 of 1998 on Merger, Consolidation and Acquisition: Specific regulation governing the procedures and requirements for asset acquisitions in corporate contexts.
Law No. 40 of 2007 on Limited Liability Companies: Relevant for corporate aspects of asset acquisitions, including shareholder approval requirements and corporate governance matters.
Law No. 20 of 2016 on Marks and Geographical Indications: Important for acquisitions involving intellectual property assets, including trademarks and branded assets.
Law No. 28 of 2014 on Copyright: Relevant for acquisitions involving copyrighted materials and creative assets.
Bank Indonesia Regulations: Various regulations concerning payment mechanisms and foreign currency transactions in asset acquisitions involving international parties.
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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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