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Management Buyout Agreement
"I need a Management Buyout Agreement under Indonesian law for a mid-sized manufacturing company, where three senior executives will purchase 100% of shares from the current family owners, with completion planned for March 2025 and including external bank financing."
1. Parties: Identification of the selling shareholders, purchasing management team, and the target company
2. Background: Context of the transaction, current ownership structure, and purpose of the management buyout
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase Agreement: Core transaction terms including shares/assets being purchased and basic deal structure
5. Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment structure, and any earnout or adjustment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
7. Completion Mechanics: Step-by-step process for closing the transaction
8. Sellers' Warranties and Representations: Warranties regarding the company, its assets, and liabilities
9. Buyers' Warranties and Representations: Warranties from the management team regarding their capacity and funding
10. Pre-Completion Obligations: Obligations of all parties between signing and completion
11. Post-Completion Obligations: Continuing obligations after the transaction closes
12. Non-Competition and Non-Solicitation: Restrictions on sellers' future business activities
13. Confidentiality: Provisions regarding confidential information and announcements
14. Tax Matters: allocation of tax liabilities and tax-related indemnities
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. Financing Arrangements: Include when external financing is part of the transaction structure
2. Employee Matters: Include when specific employee arrangements or transitions need to be addressed
3. Intellectual Property Rights: Include when IP is a significant component of the business
4. Real Estate Provisions: Include when real estate assets are material to the transaction
5. Regulatory Compliance: Include when specific regulatory approvals or compliance measures are required
6. Environmental Matters: Include for businesses with significant environmental considerations
7. Transitional Services: Include when sellers will provide post-completion support services
8. Management Incentive Plans: Include when new management incentive schemes are part of the transaction
1. Schedule 1: Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Schedule 2: Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Schedule 3: Conditions Precedent: Detailed list of all conditions that must be satisfied
4. Schedule 4: Completion Obligations: Detailed list of actions and documents required at completion
5. Schedule 5: Warranties: Comprehensive list of warranties given by the sellers
6. Schedule 6: Properties: Details of all real estate owned or leased by the company
7. Schedule 7: Material Contracts: List and details of key business contracts
8. Schedule 8: Intellectual Property: Details of all IP owned or licensed by the company
9. Schedule 9: Employee Information: Details of key employees and employment terms
10. Appendix A: Form of Resignation Letters: Template resignation letters for departing directors
11. Appendix B: Form of Board Resolutions: Template board resolutions approving the transaction
12. Appendix C: Disclosure Letter: Sellers' disclosures against the warranties
Authors
Affiliate
Agreement
Articles of Association
Board of Directors
Board of Commissioners
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Group
IDR
Intellectual Property Rights
Long Stop Date
Management Buyers
Material Adverse Change
Material Contracts
OJK
Ordinary Course of Business
Parties
Permitted Encumbrances
Purchase Price
Related Party
Relevant Authority
Sale Shares
Sellers
Sellers' Warranties
Shareholders Agreement
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
Transfer
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Fundamental Warranties
Business Warranties
Tax Warranties
Limitations on Liability
Indemnification
Restrictive Covenants
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Data Protection
Employee Matters
Corporate Governance
Board Composition
Regulatory Compliance
Anti-Corruption
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Financial Arrangements
Security Provisions
Tax Matters
Intellectual Property
Force Majeure
Termination
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendments
Entire Agreement
Severability
Costs and Expenses
Third Party Rights
Counterparts
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Transportation and Logistics
Consumer Goods
Energy and Resources
Agriculture
Construction
Hospitality
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Risk Management
Strategy
Operations
Treasury
Corporate Secretariat
Human Resources
Tax
Internal Audit
Chief Executive Officer
Chief Financial Officer
Managing Director
Finance Director
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Operations Director
Board Member
Financial Controller
Head of Compliance
Risk Manager
Corporate Development Manager
Strategy Director
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