The Asset Purchase Term Sheet is a crucial preliminary document used in Indonesian business transactions when parties are contemplating the purchase and sale of specific assets rather than shares or an entire business. It serves as a roadmap for the transaction, documenting the parties' initial understanding of key commercial terms while providing a framework for further negotiation and due diligence. Under Indonesian law, while most provisions are non-binding, the document carries significant commercial weight and often includes certain binding provisions such as confidentiality and exclusivity. It's particularly important in the Indonesian context where foreign investment regulations, currency controls, and sector-specific requirements may significantly impact transaction structure. The term sheet typically precedes more detailed due diligence and the drafting of definitive agreements, helping parties align on fundamental terms before incurring substantial transaction costs.
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1. Parties: Identification of buyer and seller, including complete legal names and registration details
2. Background: Brief context of the transaction and relationship between the parties
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed asset purchase transaction
5. Assets to be Purchased: High-level description of assets included in the transaction
6. Purchase Price: Proposed consideration and payment terms
7. Timing: Key dates including signing, closing, and any critical milestones
8. Key Conditions Precedent: Essential conditions that must be satisfied before closing
9. Due Diligence: Scope and process for buyer's due diligence investigation
10. Exclusivity: Terms of exclusive negotiation period, if applicable
11. Confidentiality: Basic confidentiality obligations regarding the transaction
12. Costs: Allocation of transaction costs between parties
13. Governing Law: Specification of Indonesian law as governing law
14. Binding Effect: Clear statement of which provisions are binding and non-binding
1. Regulatory Approvals: Include when transaction requires specific regulatory clearances
2. Employee Matters: Include when transfer of employees is contemplated
3. Intellectual Property: Include when IP assets are a significant part of the transaction
4. Real Estate: Include when real property assets are involved
5. Environmental Matters: Include for transactions involving industrial assets or potential environmental liabilities
6. Tax Structure: Include when specific tax structuring is contemplated
7. Transition Services: Include when post-closing operational support is required
8. Foreign Investment Provisions: Include when buyer is a foreign entity
9. Forex Considerations: Include when transaction involves cross-border payments
1. Asset Schedule: Preliminary list of material assets to be purchased
2. Excluded Assets Schedule: Preliminary list of specifically excluded assets
3. Purchase Price Calculation: Basic methodology for purchase price determination
4. Key Contracts: List of material contracts requiring assignment or termination
5. Required Consents: Preliminary list of third-party and governmental consents required
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Technology
Energy
Mining
Agriculture
Retail
Healthcare
Transportation
Financial Services
Telecommunications
Industrial
Consumer Goods
Infrastructure
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Operations
Strategy
Risk Management
Compliance
Treasury
Business Development
Corporate Secretary
Investment
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Finance Director
Legal Director
Head of Mergers & Acquisitions
Corporate Development Manager
Investment Manager
Business Development Director
Asset Manager
General Counsel
Senior Legal Counsel
Financial Controller
Tax Director
Operations Director
Strategy Director
Risk Manager
Compliance Officer
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