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Business Acquisition Agreement
"I need a Business Acquisition Agreement under Indonesian law for the purchase of a medium-sized manufacturing company, with specific provisions for intellectual property rights and environmental compliance, including foreign investment approval requirements as the buyer is a Japanese corporation."
1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement
2. Background: Context of the transaction, including brief description of the business and purpose of the acquisition
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets/shares being acquired and basic deal structure
5. Purchase Price and Payment: Details of consideration, payment terms, adjustments, and payment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Process and requirements for closing the transaction, including deliverables and timing
9. Warranties and Representations: Statements of fact and assurances from the parties, particularly the seller
10. Limitations on Liability: Restrictions and caps on warranty claims and other liabilities
11. Indemnities: Specific indemnities and protection against identified risks
12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
13. Confidentiality: Obligations regarding confidential information and announcements
14. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Specific provisions for employee transfers and related obligations, required when staff transfer is significant
3. Intellectual Property: Detailed IP provisions when intellectual property is a key asset
4. Real Estate: Specific provisions for property transfers when real estate is a significant component
5. Environmental Matters: Required for businesses with environmental risks or compliance obligations
6. Data Protection: Required when personal data processing is involved in the business
7. Parent Company Guarantee: Used when parent company support is required for either party
8. Break Fee: Included when parties agree to compensation if the deal fails under specific circumstances
1. Business Description: Detailed description of the target business and its assets
2. Purchase Price Calculation: Detailed methodology for calculating and adjusting the purchase price
3. Warranties: Comprehensive list of seller's warranties
4. Properties: List and details of real estate assets
5. Intellectual Property Rights: Schedule of IP rights owned or used by the business
6. Material Contracts: List and copies of key business contracts
7. Employees: Details of employees and their terms of employment
8. Completion Deliverables: List of documents and actions required at completion
9. Permitted Encumbrances: List of accepted liens or encumbrances on assets
10. Disclosure Letter: Seller's disclosures against the warranties
11. Form of Resignation Letters: Template resignation letters for outgoing directors
12. Transfer Documents: Forms of various transfer instruments required at completion
Authors
Accounts Date
Acquisition
Agreed Form
Agreement
Assets
BANI
Bank Indonesia
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Group
IDR
Intellectual Property Rights
KPPU
Law
Licenses
Long Stop Date
Loss
Material Adverse Change
Material Contracts
MOLHR
OJK
Ordinary Course of Business
Parties
Permits
Permitted Encumbrances
Properties
Purchase Price
Related Party
Relevant Authority
Restricted Business
Rupiah
Sale Shares
Seller's Group
Seller's Knowledge
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Third Party
Transaction Documents
Transfer
USD
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Mechanics
Post-Completion Obligations
Warranties
Representations
Indemnities
Limitations on Liability
Tax Covenants
Employee Matters
Intellectual Property
Real Property
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Assignment
Notices
Further Assurance
Costs and Expenses
Announcements
Data Protection
Environmental Matters
Regulatory Compliance
Anti-Corruption
Company Administration
Share Transfer Restrictions
Board Composition
Shareholder Rights
Business Conduct
Material Contracts
Financial Obligations
Insurance
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendments
Third Party Rights
Counterparts
Language
Legal Compliance
Competition Law
Foreign Investment
Manufacturing
Technology
Real Estate
Financial Services
Retail
Healthcare
Energy
Mining
Agriculture
Transportation
Hospitality
Construction
Telecommunications
Consumer Goods
Professional Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Compliance
Risk Management
Corporate Secretariat
Tax
Human Resources
Operations
Business Development
Due Diligence
Integration
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Finance Director
Legal Director
Business Development Manager
Investment Manager
Corporate Secretary
Risk Manager
Compliance Officer
Due Diligence Manager
Integration Manager
Strategy Director
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