Share Buyout Agreement Template for Indonesia

1. Seller Financing: Required if payment is to be made in installments or there is vendor financing

2. Tag-Along Rights: Necessary if there are multiple sellers and not all shares are being purchased

3. Non-Competition: Required if seller will be restricted from competing post-closing

4. Transition Services: Needed if seller will provide post-closing operational support

5. Foreign Investment Provisions: Required if buyer is a foreign entity, addressing Indonesian foreign investment requirements

6. Employee Matters: Necessary if there are specific arrangements regarding key employees or management

7. Tax Covenant: Detailed tax provisions if specific tax treatments or allocations are agreed

8. Bank Guarantee/Escrow: Required if payment security arrangements are needed

1. Share Details: Details of shares being transferred including share certificates numbers and shareholding history

2. Purchase Price Calculation: Detailed calculation of purchase price including any adjustments

3. Conditions Precedent Checklist: List of all required approvals, consents and conditions

4. Closing Checklist: List of all documents and actions required at closing

5. Corporate Documents: Copies of relevant corporate approvals, board resolutions, and powers of attorney

6. Disclosure Schedule: Seller's disclosures against representations and warranties

7. Form of Resignation Letters: Template resignation letters for retiring directors/commissioners if applicable

8. Form of Transfer Instruments: Required share transfer forms and documentation under Indonesian law

9. Regulatory Approvals: Copies of required regulatory approvals and permits