The Asset Purchase Agreement Term Sheet is a crucial preliminary document used in asset acquisition transactions in Indonesia. It is typically prepared after initial commercial discussions but before detailed due diligence and definitive documentation. The document serves to memorialize the parties' preliminary understanding of key transaction terms, including asset scope, pricing, payment structure, and critical conditions. While primarily non-binding, it often includes binding provisions on confidentiality, exclusivity, and costs. The term sheet must consider Indonesian legal requirements, including foreign investment restrictions, regulatory approvals, and local corporate law provisions. It forms the basis for negotiating the definitive asset purchase agreement and guides legal due diligence. This document is particularly important in the Indonesian context where clear preliminary agreements help navigate complex regulatory requirements and establish a solid foundation for the transaction.
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1. Parties: Identification of the seller and purchaser, including complete legal names, company registration numbers, and addresses
2. Background: Brief context of the transaction and relationship between the parties
3. Definitions: Key terms used throughout the term sheet
4. Transaction Overview: High-level description of the proposed asset purchase transaction
5. Assets to be Purchased: Description of the assets included in the transaction
6. Purchase Price: Proposed consideration and payment terms
7. Key Conditions Precedent: Essential conditions that must be satisfied before closing
8. Timeline: Proposed schedule for due diligence, definitive agreements, and closing
9. Exclusivity: Terms of exclusive negotiation period
10. Confidentiality: Basic confidentiality obligations regarding the transaction
11. Costs: Allocation of transaction costs between parties
12. Governing Law: Specification of Indonesian law as governing law
13. Binding Effect: Clear statement of which provisions are binding and non-binding
14. Execution: Signature blocks and execution requirements
1. Employee Matters: Terms regarding transfer of employees - include if assets include business operations with employees
2. Regulatory Approvals: Required regulatory clearances - include if transaction requires specific regulatory approvals
3. Tax Structure: Proposed tax treatment - include if there are specific tax structuring considerations
4. Intellectual Property: Special provisions for IP transfers - include if significant IP assets are involved
5. Environmental Matters: Environmental considerations - include if assets include industrial or potentially contaminated properties
6. Financing: Financing arrangements - include if purchase is subject to financing conditions
7. Foreign Investment Provisions: Special provisions for foreign investment - include if purchaser is a foreign entity
1. Asset Schedule: Preliminary list of material assets to be included in the transaction
2. Excluded Assets Schedule: Preliminary list of specifically excluded assets
3. Price Calculation Schedule: Overview of purchase price calculation methodology if complex
4. Key Permits Schedule: List of material permits and licenses associated with the assets
5. Timeline Schedule: Detailed transaction timeline and key milestones
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Technology
Energy
Mining
Agriculture
Retail
Healthcare
Financial Services
Infrastructure
Telecommunications
Hospitality
Transportation
Consumer Goods
Industrial Equipment
Relevant Teams
Legal
Finance
Mergers & Acquisitions
Corporate Development
Risk Management
Compliance
Business Development
Asset Management
Due Diligence
Corporate Secretarial
Tax
Treasury
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
Legal Counsel
Corporate Secretary
Business Development Director
Asset Manager
Transaction Manager
Due Diligence Manager
Risk Manager
Compliance Officer
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