The Asset Acquisition Agreement is a crucial document used in Indonesian business transactions when one party wishes to acquire specific assets from another party without purchasing the entire business entity. This agreement is essential in the Indonesian legal framework, particularly when dealing with significant assets that require careful documentation and regulatory compliance. The document must align with various Indonesian laws, including the Civil Code (Kitab Undang-undang Hukum Perdata), Investment Law (Law No. 25 of 2007), and sector-specific regulations. It's commonly used in corporate restructuring, business expansion, or strategic acquisition scenarios, and must address unique aspects of Indonesian law such as foreign ownership restrictions, mandatory language requirements, and specific sectoral regulations. The agreement typically includes detailed provisions on asset identification, valuation, transfer mechanisms, warranties, and both pre and post-completion obligations.
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1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies
2. Background: Context of the transaction, including brief description of the assets and purpose of the acquisition
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the assets being sold and purchased
5. Purchase Price: Amount, currency, payment terms, and adjustment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Timing, location, and mechanics of completion, including deliverables
8. Seller's Warranties: Representations and warranties regarding the assets and seller's capacity
9. Purchaser's Warranties: Representations and warranties regarding the purchaser's capacity and authority
10. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business
11. Post-Completion Obligations: Actions required after completion, including transfer processes and registrations
12. Liability and Indemnification: Scope of liability and indemnification obligations
13. Confidentiality: Obligations regarding confidential information and announcements
14. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
16. Execution: Signature blocks and execution formalities
1. Tax Matters: Specific tax arrangements and allocations - include when tax implications are significant or complex
2. Environmental Matters: Environmental warranties and indemnities - include for industrial assets or real estate
3. Intellectual Property: Specific IP-related provisions - include when acquiring assets with significant IP components
4. Employee Matters: Employment-related provisions - include when assets include transfer of employees
5. Regulatory Compliance: Specific regulatory obligations - include for heavily regulated assets or industries
6. Foreign Investment Provisions: Special provisions for foreign investors - include when purchaser is foreign
7. Bank Guarantee/Security: Security arrangements - include when payment terms include deferred consideration
8. Anti-corruption Compliance: Anti-bribery and corruption provisions - include for high-value or public sector-related transactions
9. Force Majeure: Force majeure provisions - include for long-term completion arrangements
10. Transfer of Permits and Licenses: Specific provisions for permit transfers - include when assets require operational permits
1. Asset Schedule: Detailed description and inventory of all assets being acquired
2. Purchase Price Calculation: Detailed breakdown of purchase price and any adjustment mechanisms
3. Form of Transfer Documents: Ƶ for asset transfer documentation
4. Completion Checklist: List of all documents and actions required at completion
5. Encumbrances: List of existing encumbrances on the assets
6. Required Consents: List of third-party and regulatory consents required
7. Existing Contracts: List of contracts related to the assets being transferred
8. Intellectual Property Register: Details of all IP rights included in the acquisition
9. Property Details: Detailed information about any real property assets
10. Employee Information: Details of any employees being transferred with the assets
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