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Business Asset Purchase Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that facilitates the purchase and sale of business assets between companies. This document outlines the terms and conditions for transferring specified business assets, including tangible and intangible properties, from a seller to a buyer. It encompasses crucial elements such as asset identification, purchase price, payment terms, warranties, and regulatory compliance requirements specific to Indonesian jurisdiction. The agreement ensures compliance with relevant Indonesian regulations including the Civil Code (KUHPerdata), Company Law, and applicable tax regulations, while providing necessary protections for both parties in the transaction.

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What is a Business Asset Purchase Agreement?

The Business Asset Purchase Agreement is a critical document used in Indonesian business transactions when one company wishes to acquire specific assets from another company without purchasing the entire business entity. This agreement is essential for transactions governed by Indonesian law and must comply with various regulations including the Indonesian Civil Code, Company Law (Law No. 40 of 2007), Investment Law, and relevant tax regulations. It typically covers the transfer of tangible assets (such as equipment, inventory, or real estate) and intangible assets (such as intellectual property, contracts, or licenses), while addressing specific Indonesian regulatory requirements, tax implications, and necessary governmental approvals. The document is particularly important in ensuring clear transfer of title, managing liability allocation, and maintaining compliance with local business practices and legal requirements.

What sections should be included in a Business Asset Purchase Agreement?

1. Parties: Identification of the seller and purchaser, including registration details and addresses

2. Background: Context of the transaction, including brief description of the business and assets

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

4. Sale and Purchase: Core transaction terms including description of assets being sold

5. Purchase Price: Purchase price, payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Completion mechanics, timing, and deliverables

9. Seller's Warranties: Warranties regarding the assets, business, and seller's capacity

10. Purchaser's Warranties: Warranties regarding purchaser's capacity and authority

11. Limitations on Claims: Limitations on warranty claims and indemnities

12. Confidentiality: Confidentiality obligations of both parties

13. Tax Matters: Tax implications, responsibilities, and indemnities

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

What sections are optional to include in a Business Asset Purchase Agreement?

1. Employee Matters: Terms regarding transfer of employees - include when employees are being transferred with the business

2. Intellectual Property: Specific provisions for IP transfer - include when significant IP assets are involved

3. Real Property: Specific provisions for real estate transfer - include when real property is part of the assets

4. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

5. Competition Compliance: Competition law compliance provisions - include for large transactions requiring regulatory approval

6. Transition Services: Terms for post-completion transition support - include when seller's ongoing support is needed

7. Non-Compete: Non-compete and non-solicitation provisions - include when protecting business goodwill is crucial

8. Financing Cooperation: Provisions regarding financing arrangements - include when purchase is subject to financing

What schedules should be included in a Business Asset Purchase Agreement?

1. Asset Schedule: Detailed list of all assets being purchased

2. Excluded Assets: List of assets specifically excluded from the purchase

3. Purchase Price Allocation: Breakdown of purchase price across asset categories

4. Contracts Schedule: List of contracts being transferred

5. Employee Schedule: List of transferring employees and their terms (if applicable)

6. Intellectual Property Schedule: Details of IP assets being transferred (if applicable)

7. Real Property Details: Details of real property assets including titles and permits

8. Required Consents: List of third-party consents required for completion

9. Form of Transfer Documents: Templates of asset transfer documents required under Indonesian law

10. Completion Checklist: List of actions and deliverables required at completion

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

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use

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