Asset Purchase Term Sheet Template for Indonesia

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Key Requirements PROMPT example:

Asset Purchase Term Sheet

"I need an Asset Purchase Term Sheet under Indonesian law for our Singapore-based company's planned acquisition of manufacturing facilities in Jakarta, with completion targeted for March 2025; the document must address foreign investment restrictions and include provisions for employee transfers."

Document background
The Asset Purchase Term Sheet is a crucial preliminary document used in Indonesian business transactions when parties are contemplating the purchase and sale of specific assets rather than shares or an entire business. It serves as a roadmap for the transaction, documenting the parties' initial understanding of key commercial terms while providing a framework for further negotiation and due diligence. Under Indonesian law, while most provisions are non-binding, the document carries significant commercial weight and often includes certain binding provisions such as confidentiality and exclusivity. It's particularly important in the Indonesian context where foreign investment regulations, currency controls, and sector-specific requirements may significantly impact transaction structure. The term sheet typically precedes more detailed due diligence and the drafting of definitive agreements, helping parties align on fundamental terms before incurring substantial transaction costs.
Suggested Sections

1. Parties: Identification of buyer and seller, including complete legal names and registration details

2. Background: Brief context of the transaction and relationship between the parties

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed asset purchase transaction

5. Assets to be Purchased: High-level description of assets included in the transaction

6. Purchase Price: Proposed consideration and payment terms

7. Timing: Key dates including signing, closing, and any critical milestones

8. Key Conditions Precedent: Essential conditions that must be satisfied before closing

9. Due Diligence: Scope and process for buyer's due diligence investigation

10. Exclusivity: Terms of exclusive negotiation period, if applicable

11. Confidentiality: Basic confidentiality obligations regarding the transaction

12. Costs: Allocation of transaction costs between parties

13. Governing Law: Specification of Indonesian law as governing law

14. Binding Effect: Clear statement of which provisions are binding and non-binding

Optional Sections

1. Regulatory Approvals: Include when transaction requires specific regulatory clearances

2. Employee Matters: Include when transfer of employees is contemplated

3. Intellectual Property: Include when IP assets are a significant part of the transaction

4. Real Estate: Include when real property assets are involved

5. Environmental Matters: Include for transactions involving industrial assets or potential environmental liabilities

6. Tax Structure: Include when specific tax structuring is contemplated

7. Transition Services: Include when post-closing operational support is required

8. Foreign Investment Provisions: Include when buyer is a foreign entity

9. Forex Considerations: Include when transaction involves cross-border payments

Suggested Schedules

1. Asset Schedule: Preliminary list of material assets to be purchased

2. Excluded Assets Schedule: Preliminary list of specifically excluded assets

3. Purchase Price Calculation: Basic methodology for purchase price determination

4. Key Contracts: List of material contracts requiring assignment or termination

5. Required Consents: Preliminary list of third-party and governmental consents required

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

Relevant Industries

Manufacturing

Real Estate

Technology

Energy

Mining

Agriculture

Retail

Healthcare

Transportation

Financial Services

Telecommunications

Industrial

Consumer Goods

Infrastructure

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Operations

Strategy

Risk Management

Compliance

Treasury

Business Development

Corporate Secretary

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Finance Director

Legal Director

Head of Mergers & Acquisitions

Corporate Development Manager

Investment Manager

Business Development Director

Asset Manager

General Counsel

Senior Legal Counsel

Financial Controller

Tax Director

Operations Director

Strategy Director

Risk Manager

Compliance Officer

Industries
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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