Assumed Liabilities Asset Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Assumed Liabilities Asset Purchase Agreement

"I need an Assumed Liabilities Asset Purchase Agreement for the acquisition of a manufacturing facility in Jakarta, where we'll be taking over the existing workforce and environmental compliance obligations, with closing expected by March 2025."

Document background
The Assumed Liabilities Asset Purchase Agreement is a crucial document used in Indonesian business transactions where a buyer wishes to acquire specific assets from a seller while also taking on certain associated liabilities. This type of agreement is particularly relevant in situations where complete separation of assets from liabilities is not practical or desirable, such as in partial business acquisitions or restructuring scenarios. The document must comply with Indonesian legal requirements, including the Civil Code (KUHPerdata), Company Law (Law No. 40 of 2007), and relevant investment regulations. It typically includes comprehensive details about the assets being transferred, specific liabilities being assumed, purchase price mechanisms, and necessary regulatory approvals. The agreement is especially important in Indonesia's complex regulatory environment, where foreign investment considerations, tax implications, and labor law compliance must be carefully addressed.
Suggested Sections

1. Parties: Identification of the seller and buyer, including complete legal names, company registration numbers, and addresses

2. Background: Context of the transaction, including brief description of the business and assets being transferred

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Assets: Description of the assets being sold and purchased, including the transfer mechanism

5. Assumption of Liabilities: Detailed provisions regarding which liabilities are being assumed by the buyer and which are retained by the seller

6. Purchase Price and Payment: Purchase price, payment terms, and any adjustments

7. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals

8. Closing: Closing mechanics, timing, and deliverables

9. Seller's Representations and Warranties: Representations and warranties regarding the seller, assets, and business

10. Buyer's Representations and Warranties: Representations and warranties regarding the buyer's capacity and authority

11. Pre-Closing Covenants: Obligations of the parties between signing and closing

12. Post-Closing Covenants: Ongoing obligations after closing

13. Employee Matters: Treatment of employees and related liabilities

14. Tax Matters: Tax responsibilities, allocations, and indemnities

15. Indemnification: Indemnification obligations and procedures

16. Termination: Circumstances under which the agreement can be terminated

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

18. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Anti-corruption Compliance: Required when either party is subject to international anti-corruption laws or has specific compliance requirements

2. Environmental Matters: Necessary when the assets include real property or operations with environmental implications

3. Intellectual Property: Required when significant IP assets are included in the transfer

4. Data Protection: Necessary when personal data or customer information is part of the transferred assets

5. Transition Services: Include when the seller will provide post-closing services to the buyer

6. Non-Competition: Include when restricting seller's future competitive activities

7. Foreign Investment Provisions: Required when the buyer is a foreign entity

8. Real Property: Necessary when real estate assets are included in the transfer

Suggested Schedules

1. Schedule of Purchased Assets: Detailed listing of all assets being transferred

2. Schedule of Assumed Liabilities: Detailed listing of all liabilities being assumed

3. Schedule of Excluded Assets: List of assets specifically excluded from the transfer

4. Schedule of Excluded Liabilities: List of liabilities specifically excluded from assumption

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

6. Schedule of Material Contracts: List of key contracts being transferred

7. Schedule of Employees: List of employees and their key employment terms

8. Schedule of Intellectual Property: Detailed listing of IP assets being transferred

9. Schedule of Real Property: Details of any real property assets included

10. Form of Transfer Instruments: Forms of documents to be executed at closing

11. Schedule of Pending Litigation: List of ongoing legal proceedings affecting the assets

12. Schedule of Permits and Licenses: List of governmental permits and licenses being transferred

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 legal definitions
Clauses
Relevant Industries

Manufacturing

Real Estate

Mining and Resources

Technology

Retail

Healthcare

Agriculture

Financial Services

Transportation and Logistics

Hospitality

Energy

Construction

Telecommunications

Consumer Goods

Industrial Services

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Tax

Human Resources

Compliance

Risk Management

Operations

Business Development

Due Diligence

Integration

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Mergers & Acquisitions

Finance Director

Legal Director

Business Development Director

Risk Management Officer

Compliance Officer

Tax Director

Operations Director

Human Resources Director

Asset Manager

Investment Manager

Due Diligence Manager

Integration Manager

Transaction Manager

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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