The Membership Interest Purchase Agreement is a crucial document used in Indonesian business transactions when transferring ownership interests in a company. It is essential for both domestic and cross-border transactions, requiring careful attention to Indonesian investment laws, corporate regulations, and civil code requirements. The agreement must be drafted in compliance with Law No. 40 of 2007 on Limited Liability Companies and related regulations, often requiring bilingual execution as per Law No. 24 of 2009. This document is commonly used in corporate restructuring, business exits, joint venture modifications, or strategic investments, providing comprehensive coverage of transaction terms, conditions, representations, warranties, and regulatory compliance requirements. Special consideration must be given to foreign ownership restrictions and investment approval requirements when international parties are involved.
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1. Parties: Identifies and provides complete details of all parties to the agreement
2. Background: Provides context for the transaction, including description of the target company and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase of Membership Interest: Details the specific membership interests being sold and purchased
5. Purchase Price and Payment: Specifies the purchase price, payment terms, and any adjustments
6. Closing: Sets forth the closing date, conditions precedent, and closing deliverables
7. Representations and Warranties of Seller: Seller's statements about the company, membership interests, and authority to sell
8. Representations and Warranties of Buyer: Buyer's statements about authority and capacity to purchase
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Indemnification: Basic indemnification obligations and procedures
11. Termination: Circumstances under which the agreement may be terminated
12. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and dispute resolution mechanisms
13. Miscellaneous: Standard provisions including notices, amendments, entire agreement, etc.
1. Seller Financing: Include when part of purchase price is paid through promissory notes or installments
2. Employee Matters: Include when there are specific agreements about retention or treatment of employees
3. Tax Matters: Include when special tax allocations or indemnities are needed
4. Non-Competition and Non-Solicitation: Include when sellers are restricted from competing or soliciting employees/customers
5. Transition Services: Include when seller will provide post-closing services to the company
6. Environmental Matters: Include for companies with significant environmental exposures
7. Parent Guaranty: Include when parent company guarantees are required
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Disclosure Schedule: Exceptions to representations and warranties
2. Company Information: Detailed information about the company, including corporate documents and licenses
3. Financial Statements: Recent financial statements of the company
4. Material Contracts: List and copies of material contracts
5. Intellectual Property: Schedule of IP rights and registrations
6. Employee Information: List of employees, compensation, and benefits
7. Real Property: Details of owned and leased real property
8. Permits and Licenses: List of governmental permits and licenses
9. Pending Litigation: Schedule of pending or threatened litigation
10. Form of Closing Documents: Forms of various closing certificates and documents
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Real Estate
Financial Services
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Construction
Hospitality
Professional Services
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Due Diligence
Investment
Corporate Secretariat
Business Development
Risk Management
Tax
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Director
Mergers & Acquisitions Director
Business Development Director
Corporate Development Manager
Legal Manager
Finance Manager
Due Diligence Manager
Compliance Officer
Investment Analyst
Legal Counsel
Transaction Advisory Manager
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