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A Buyback Agreement is a crucial document used in Indonesian corporate and financial transactions where a party wishes to repurchase assets, shares, or securities that they previously sold. This document type is particularly relevant in scenarios involving corporate restructuring, stock market stabilization, or strategic business arrangements. The agreement must comply with Indonesian law, including the Civil Code (Kitab Undang-undang Hukum Perdata) and relevant OJK regulations, particularly when involving public companies or regulated entities. The Buyback Agreement typically includes detailed provisions on pricing mechanisms, completion procedures, regulatory approvals, and tax implications. It's especially important in the Indonesian context where certain buyback transactions may require specific regulatory approvals or notifications, particularly under Law No. 40 of 2007 on Limited Liability Companies and related regulations.

1. Parties: Identification of the parties entering into the agreement, including their full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including the original sale/ownership of the assets/shares and the intention to implement a buyback arrangement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subject Matter of Buyback: Detailed description of the assets/shares/securities subject to the buyback arrangement

5. Purchase Price and Payment Terms: Specification of the buyback price, payment method, and timing of payments

6. Conditions Precedent: Conditions that must be satisfied before the buyback obligation becomes effective

7. Completion Mechanics: Step-by-step process for executing the buyback transaction

8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the subject matter

9. Covenants: Ongoing obligations of the parties before and after completion

10. Regulatory Compliance: Obligations to comply with relevant Indonesian laws and regulations

11. Tax Provisions: Allocation of tax responsibilities and obligations arising from the buyback

12. Termination: Circumstances under which the agreement may be terminated and the consequences

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability