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Company Acquisition Agreement
"I need a Company Acquisition Agreement for purchasing a medium-sized Indonesian manufacturing company based in Jakarta, with a planned completion date of March 2025 and including specific provisions for retaining key management personnel."
1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of consideration, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Seller's Warranties: Representations and warranties regarding the target company and business
10. Buyer's Warranties: Representations and warranties from the buyer, including capacity to complete the transaction
11. Limitations on Liability: Scope and limitations of warranty claims and general liability
12. Post-Completion Obligations: Ongoing obligations after closing, including transition services if applicable
13. Confidentiality: Obligations regarding transaction and business information confidentiality
14. Non-Competition: Restrictions on seller's competitive activities post-completion
15. Tax Matters: Tax indemnities, allocations, and compliance requirements
16. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals (e.g., KPPU approval for large transactions)
2. Employee Matters: Detailed section needed when there are significant employment considerations or transfers
3. Property Rights: Required when real estate assets are a material part of the transaction
4. Intellectual Property: Detailed section needed when IP assets are significant to the business
5. Environmental Matters: Required for businesses with environmental impacts or liabilities
6. Foreign Investment Provisions: Required when the buyer is a foreign entity
7. Bank Financing: Required when the transaction involves external financing
8. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
9. Share Retention: Required when there are continuing shareholders or management shareholders
10. Data Protection: Required when the business handles significant personal data
1. Company Information: Details of the target company including corporate information and capital structure
2. Properties: List and details of all owned and leased properties
3. Material Contracts: Summary of key business contracts and agreements
4. Intellectual Property Rights: List of all IP rights owned or licensed by the company
5. Employee Information: Details of employees, benefits, and employment agreements
6. Financial Statements: Recent financial statements and management accounts
7. Completion Deliverables: List of documents and items to be delivered at completion
8. Warranted Financial Information: Financial information specifically warranted by the seller
9. Disclosed Matters: Disclosure against warranties and known issues
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Transfer Instruments: Templates for share transfer forms and other transfer documents
12. Regulatory Approvals: List of required governmental and regulatory approvals
Authors
Agreement
Affiliates
BKPM
Business Day
Buyer
Closing
Closing Date
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Group
IDR
Intellectual Property Rights
KPPU
Law
Losses
Material Adverse Change
Material Contracts
OJK
Parties
Permits
Purchase Price
Related Parties
Relevant Authority
Restricted Business
Sale Shares
Seller
Seller's Warranties
Shareholders
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Territory
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Working Capital Adjustment
Management Accounts
Material Adverse Effect
Notarial Deed
PPAT
Articles of Association
Board of Directors
Board of Commissioners
MOLHR
Share Certificates
Deed of Assignment
Due Diligence
Employee
Environmental Laws
Financial Year
Indonesian GAAP
Intellectual Property
Key Employees
Legal Requirements
Licensed IP
Material Customers
Material Suppliers
Owned IP
Permitted Encumbrances
Real Property
Regulatory Approvals
Representatives
Shareholder Approval
Surviving Provisions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Indemnification
Limitations on Liability
Tax Covenants
Employee Matters
Intellectual Property
Real Property
Confidentiality
Non-Competition
Non-Solicitation
Regulatory Compliance
Foreign Investment
Environmental Compliance
Material Contracts
Change of Control
Force Majeure
Termination
Break Fees
Governing Law
Dispute Resolution
Notices
Assignment
Entire Agreement
Amendments
Severability
Costs and Expenses
Further Assurance
Third Party Rights
Shareholder Approval
Working Capital Adjustment
Earn-out Provisions
Bank Guarantee
Data Protection
Business Conduct
Asset Transfer
Share Transfer Restrictions
Corporate Authority
Manufacturing
Technology
Financial Services
Real Estate
Consumer Goods
Healthcare
Energy
Mining
Agriculture
Telecommunications
Retail
Transportation
Professional Services
Education
Construction
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Risk Management
Compliance
Tax
Corporate Secretariat
Business Development
Integration
Executive Leadership
Treasury
Operations
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Development Director
Head of Mergers & Acquisitions
General Counsel
Legal Director
Corporate Secretary
Finance Director
Investment Manager
Business Development Director
Risk Management Officer
Compliance Officer
Tax Director
Integration Manager
Strategy Director
Board of Directors
Chief Operating Officer
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