The Company Acquisition Agreement is a crucial document used in mergers and acquisitions transactions in Indonesia when one company intends to acquire another through either a share purchase or asset purchase mechanism. This agreement must comply with Indonesian corporate law framework, particularly Law No. 40 of 2007 on Limited Liability Companies, investment regulations, and competition laws. It is essential for documenting the full terms of the transaction, including purchase price, payment terms, warranties, conditions precedent, and completion requirements. The agreement needs to address specific Indonesian regulatory considerations, such as foreign investment restrictions, mandatory government approvals, and sector-specific regulations. It typically requires input from various stakeholders and professional advisors to ensure comprehensive coverage of all legal, financial, and operational aspects of the acquisition while maintaining compliance with Indonesian legal requirements.
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1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of consideration, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Seller's Warranties: Representations and warranties regarding the target company and business
10. Buyer's Warranties: Representations and warranties from the buyer, including capacity to complete the transaction
11. Limitations on Liability: Scope and limitations of warranty claims and general liability
12. Post-Completion Obligations: Ongoing obligations after closing, including transition services if applicable
13. Confidentiality: Obligations regarding transaction and business information confidentiality
14. Non-Competition: Restrictions on seller's competitive activities post-completion
15. Tax Matters: Tax indemnities, allocations, and compliance requirements
16. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals (e.g., KPPU approval for large transactions)
2. Employee Matters: Detailed section needed when there are significant employment considerations or transfers
3. Property Rights: Required when real estate assets are a material part of the transaction
4. Intellectual Property: Detailed section needed when IP assets are significant to the business
5. Environmental Matters: Required for businesses with environmental impacts or liabilities
6. Foreign Investment Provisions: Required when the buyer is a foreign entity
7. Bank Financing: Required when the transaction involves external financing
8. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
9. Share Retention: Required when there are continuing shareholders or management shareholders
10. Data Protection: Required when the business handles significant personal data
1. Company Information: Details of the target company including corporate information and capital structure
2. Properties: List and details of all owned and leased properties
3. Material Contracts: Summary of key business contracts and agreements
4. Intellectual Property Rights: List of all IP rights owned or licensed by the company
5. Employee Information: Details of employees, benefits, and employment agreements
6. Financial Statements: Recent financial statements and management accounts
7. Completion Deliverables: List of documents and items to be delivered at completion
8. Warranted Financial Information: Financial information specifically warranted by the seller
9. Disclosed Matters: Disclosure against warranties and known issues
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Transfer Instruments: Templates for share transfer forms and other transfer documents
12. Regulatory Approvals: List of required governmental and regulatory approvals
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