Asset Purchase And Sale Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that facilitates the transfer of ownership of specific assets from a seller to a buyer. The document details the terms and conditions of the sale, including asset description, purchase price, payment terms, warranties, and completion requirements. It incorporates specific provisions required under Indonesian Civil Code and relevant regulations, including tax implications, regulatory compliance requirements, and proper asset transfer procedures. The agreement ensures compliance with local investment laws, currency controls (if applicable), and sector-specific regulations while providing adequate protection for both parties in the transaction.

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What is a Asset Purchase And Sale Agreement?

The Asset Purchase And Sale 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 particularly important in Indonesia's civil law system, where it must comply with the Indonesian Civil Code (Kitab Undang-undang Hukum Perdata) and various regulatory requirements. The document typically covers detailed asset descriptions, valuation mechanisms, transfer procedures, warranties, and tax implications. It's commonly used in corporate restructuring, business expansion, or divestment scenarios, and must address specific Indonesian regulatory requirements such as investment approvals, property rights (if applicable), and tax obligations. The agreement should be drafted with careful consideration of sector-specific regulations, foreign investment rules if applicable, and local business practices.

What sections should be included in a Asset Purchase And Sale Agreement?

1. Parties: Identification of seller and purchaser with complete legal details as required under Indonesian law

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

3. Definitions: Definitions of key terms used throughout the agreement, including specific Indonesian legal terminology

4. Sale and Purchase: Core provision detailing the transfer of assets and consideration

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

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Completion: Process and requirements for closing the transaction

8. Seller's Warranties: Warranties regarding ownership, condition of assets, and compliance with Indonesian law

9. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity

10. Tax Matters: Allocation of tax liabilities and responsibilities under Indonesian tax law

11. Confidentiality: Provisions regarding confidential information and its protection

12. Force Majeure: Events excusing performance under Indonesian law

13. Governing Law and Dispute Resolution: Confirmation of Indonesian law and dispute resolution procedures

14. General Provisions: Standard boilerplate clauses adapted to Indonesian legal requirements

What sections are optional to include in a Asset Purchase And Sale Agreement?

1. Regulatory Compliance: Required if assets are in regulated industries or require specific permits

2. Environmental Matters: Required if assets include land or industrial properties

3. Employee Matters: Required if the asset purchase affects employment relationships

4. Intellectual Property: Required if assets include IP rights

5. Real Estate Provisions: Required if assets include land or buildings

6. Currency Controls: Required for international transactions

7. Competition Compliance: Required for large transactions affecting market competition

8. Transition Services: Required if post-completion services are needed from seller

What schedules should be included in a Asset Purchase And Sale Agreement?

1. Schedule 1 - Asset Description: Detailed description and inventory of assets being transferred

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price and payment terms

3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion

4. Schedule 4 - Form of Transfer Documents: Templates for asset transfer documents required under Indonesian law

5. Schedule 5 - Required Consents: List of required regulatory and third-party consents

6. Schedule 6 - Encumbrances: List of existing encumbrances on the assets

7. Appendix A - Due Diligence Findings: Summary of key due diligence findings and disclosed matters

8. Appendix B - Regulatory Approvals: Copies of obtained regulatory approvals and permits

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

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Buy-Sell Agreement

Sector

Sales

Cost

Free to use

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