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Assignment Of Purchase And Sale Agreement for Indonesia

Assignment Of Purchase And Sale Agreement Template for Indonesia

This document facilitates the transfer of rights and obligations under an existing Purchase and Sale Agreement in Indonesia. Operating under Indonesian civil law (KUHPerdata), it enables the original party (Assignor) to transfer their contractual position to a new party (Assignee). The agreement must comply with Indonesian legal requirements, including notarization where required, and addresses crucial elements such as the scope of assignment, consideration, representations and warranties, and the effective date of transfer. The document includes provisions specific to Indonesian jurisdiction, ensuring compliance with local property laws, registration requirements, and transfer regulations.

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What is a Assignment Of Purchase And Sale Agreement?

The Assignment Of Purchase And Sale Agreement is a crucial legal instrument used in Indonesian business transactions when a party wishes to transfer their rights and obligations under an existing purchase agreement to another party. This document is commonly utilized in various scenarios, such as corporate restructuring, asset portfolio management, or when a party needs to exit a transaction but wants to preserve the underlying deal. The agreement must conform to Indonesian civil law requirements and may need notarization depending on the nature of the underlying purchase agreement. It typically includes detailed provisions about the assignment's scope, parties' obligations, warranties about the original agreement's validity, and any necessary regulatory or third-party approvals. This document is particularly important in Indonesia's dynamic business environment, where property and asset transfers are common and require careful legal structuring to ensure enforceability.

What sections should be included in a Assignment Of Purchase And Sale Agreement?

1. Parties: Identifies the Assignor (original party), Assignee (new party), and may include the counterparty to the original agreement

2. Background: Describes the original Purchase and Sale Agreement and the intention to assign rights and obligations

3. Definitions: Defines key terms used in the agreement, including references to the original agreement and parties

4. Assignment: Core clause specifying the rights and obligations being transferred from Assignor to Assignee

5. Consideration: States the payment or other consideration for the assignment

6. Effective Date: Specifies when the assignment takes effect

7. Assignor's Representations and Warranties: Statements about the validity of the original agreement and Assignor's right to assign

8. Assignee's Covenants: Assignee's commitment to perform the assigned obligations

9. Further Assurance: Commitment to execute additional documents if needed to effect the assignment

10. Governing Law: Specifies Indonesian law as governing law

11. Dispute Resolution: Procedures for resolving any disputes arising from the assignment

12. Notices: Contact details and methods for formal communications

13. Execution: Signature blocks and execution requirements

What sections are optional to include in a Assignment Of Purchase And Sale Agreement?

1. Counterparty Consent: Required if the original agreement requires consent for assignment

2. Partial Assignment: Used when only certain rights or obligations are being assigned

3. Security Provisions: Required if the assignment is being made as security

4. Costs and Expenses: Allocation of costs related to the assignment, if significant

5. Confidentiality: If additional confidentiality obligations are needed beyond those in the original agreement

6. Tax Provisions: Required if there are specific tax implications or allocations

7. Registration Requirements: Required if the assignment needs to be registered with authorities

What schedules should be included in a Assignment Of Purchase And Sale Agreement?

1. Schedule 1 - Original Purchase and Sale Agreement: Copy of the agreement being assigned

2. Schedule 2 - Specific Rights and Obligations: Detailed list of rights and obligations being assigned (especially important for partial assignments)

3. Schedule 3 - Consent Documentation: Any required consent forms or approvals from counterparties

4. Schedule 4 - Property Details: If the purchase agreement relates to property, details of the property involved

5. Schedule 5 - Payment Details: Details of any consideration and payment arrangements for the assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions































Clauses


























Relevant Industries

Real Estate

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Legal

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Corporate Secretariat

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Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

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Commercial Director

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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