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Business Buy And Sell Agreement
"I need a Business Buy and Sell Agreement for the sale of my medium-sized manufacturing company in Jakarta to a Singapore-based buyer, with completion planned for March 2025, including specific provisions for technology transfer and employee retention."
1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers and addresses
2. Background: Outlines the context of the transaction, including brief description of the business and parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details the core transaction terms, including what is being sold and purchased
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion
7. Pre-Completion Obligations: Specifies actions parties must take between signing and completion
8. Completion: Details the completion process, timing, and deliverables
9. Seller's Warranties: Contains warranties about the business, assets, and liabilities
10. Buyer's Warranties: Contains warranties from the buyer, particularly regarding authority and ability to complete
11. Business Assets: Details the assets included in the sale
12. Employees: Addresses employee transfer and related obligations
13. Intellectual Property: Covers transfer of intellectual property rights
14. Confidentiality: Sets out confidentiality obligations
15. Non-Competition: Contains non-compete and non-solicitation provisions
16. Indemnification: Details indemnification obligations of both parties
17. Termination: Specifies circumstances under which the agreement can be terminated
18. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and details dispute resolution process
19. General Provisions: Contains standard boilerplate clauses
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Environmental Matters: Required for businesses with significant environmental impacts or risks
3. Real Estate: Needed when the transaction includes transfer of real property
4. Third Party Consents: Required when specific third-party approvals are needed
5. Tax Matters: Detailed tax provisions when complex tax implications exist
6. Transition Services: Used when seller will provide post-completion support services
7. Foreign Investment Provisions: Required when the buyer is a foreign entity
8. Regulatory Compliance: Needed for heavily regulated industries
9. Information Technology: Required when IT systems are a crucial part of the business
1. Schedule 1 - Business Assets: Detailed list and description of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of any real estate included in the transaction
4. Schedule 4 - Intellectual Property: List of all intellectual property rights being transferred
5. Schedule 5 - Employees: List of employees and their key employment terms
6. Schedule 6 - Material Contracts: List and copies of key business contracts
7. Schedule 7 - Permits and Licenses: List of all business permits and licenses
8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion
9. Schedule 9 - Warranties: Detailed warranties about the business
10. Schedule 10 - Encumbrances: List of any existing encumbrances on business assets
11. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required at completion
12. Appendix B - Corporate Authorizations: Copies of corporate approvals and authorizations
Authors
Accounting Standards
Affiliate
Agreement
Assets
Business
Business Day
Business Records
Buyer
Completion
Completion Date
Confidential Information
Consideration
Contracts
Due Diligence
Effective Date
Employees
Encumbrance
Environmental Laws
Excluded Assets
Financial Statements
Governing Law
Governmental Authority
IDR
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Licenses
Long Stop Date
Material Adverse Change
Material Contracts
OSS System
Parties
Permits
Purchase Price
Real Property
Related Party
Seller
Signing Date
Subsidiaries
Tax
Third Party
Transaction
Transfer
Warranties
Working Capital
Indonesian GAAP
NIB
MOLHR
BKPM
Transition Period
Business Assets
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Business Assets
Excluded Assets
Liabilities
Employee Matters
Intellectual Property
Real Property
Contracts Assignment
Licenses and Permits
Warranties
Representations
Indemnification
Tax Matters
Environmental Compliance
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Third Party Rights
Costs and Expenses
Governing Law
Dispute Resolution
Termination
Survival
Language
Counterparts
Manufacturing
Retail
Technology
Services
Healthcare
Hospitality
Real Estate
Construction
Agriculture
Mining
Transportation
Education
Financial Services
Food and Beverage
Energy
Telecommunications
Legal
Finance
Executive Leadership
Corporate Development
Mergers & Acquisitions
Human Resources
Operations
Compliance
Tax
Risk Management
Corporate Secretariat
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Business Development Director
Corporate Lawyer
Legal Counsel
Finance Director
Company Secretary
Compliance Officer
Tax Director
Operations Director
Human Resources Director
Risk Manager
Investment Manager
Business Owner
Mergers & Acquisitions Manager
Due Diligence Specialist
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