Share Purchase Agreement Between Shareholders Template for Indonesia

1. Conditions Precedent: Used when completion is subject to specific conditions such as regulatory approvals or third-party consents

2. Price Adjustment: Include when purchase price may be adjusted based on completion accounts or other metrics

3. Earnout Provisions: Required if part of purchase price is contingent on future performance

4. Non-Competition and Non-Solicitation: Include when sellers need to be restricted from competing or poaching employees

5. Tax Covenant: Detailed tax provisions when specific tax risks need to be allocated

6. Specific Indemnities: Used when specific known risks need special indemnification treatment

7. Transitional Services: Include when seller will provide services to company post-completion

8. Break Fee: Include when parties want to specify damages for failing to complete

9. Shareholder Rights: Required when transaction affects ongoing shareholder arrangements

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

2. Company Information: Key corporate details, subsidiaries, and material contracts

3. Warranties: Detailed warranties about the company and its business

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Encumbrances: List of any existing claims or encumbrances on the shares

6. Properties: Details of company's real estate assets if material

7. Intellectual Property: Schedule of key IP assets if material to transaction

8. Existing Indebtedness: Details of company's material debt obligations

9. Required Consents: List of third-party and regulatory approvals needed

10. Completion Accounts: Format and principles for any completion accounts

11. Disclosed Documents: List of documents provided in due diligence