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Conditional Purchase Agreement for Indonesia

Conditional Purchase Agreement Template for Indonesia

A Conditional Purchase Agreement under Indonesian law is a legally binding document that establishes the terms and conditions for a purchase transaction where the completion is subject to specific conditions being met. The agreement is governed by Indonesian Civil Code (KUHPerdata) and related commercial regulations, incorporating necessary safeguards and compliance requirements specific to Indonesian jurisdiction. It details the purchase price, payment terms, conditions precedent, completion mechanics, and the rights and obligations of all parties during the conditional period, while ensuring compliance with Indonesian legal requirements including foreign investment regulations where applicable.

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What is a Conditional Purchase Agreement?

The Conditional Purchase Agreement is a crucial legal instrument in Indonesian commercial transactions where parties wish to agree on terms of purchase while making the completion contingent upon specific conditions being satisfied. This document type is commonly used in various contexts including property transactions, business acquisitions, asset purchases, and major equipment procurement. The agreement must comply with Indonesian Civil Code (KUHPerdata) requirements and relevant commercial regulations, making it suitable for both domestic and international transactions involving Indonesian parties or assets. The document typically includes detailed conditions precedent, timeframes for satisfaction, completion mechanics, and consequences of non-satisfaction, while incorporating necessary provisions for regulatory compliance, particularly important in Indonesia's regulated business environment.

What sections should be included in a Conditional Purchase Agreement?

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

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Purchase: Detailed description of the assets or goods being purchased

5. Purchase Price: Specification of the purchase price, currency, and payment structure

6. Conditions Precedent: Specific conditions that must be satisfied before the purchase becomes binding

7. Completion Mechanics: Process and requirements for completing the transaction once conditions are met

8. Seller's Warranties: Warranties and representations made by the seller regarding the subject matter

9. Purchaser's Warranties: Warranties and representations made by the purchaser

10. Time Period for Satisfaction: Timeframe within which conditions must be satisfied

11. Rights and Obligations: Ongoing rights and obligations of both parties during the conditional period

12. Termination: Circumstances under which the agreement may be terminated

13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

14. Notices: Process and requirements for formal communications between parties

15. Execution: Signature blocks and execution requirements

What sections are optional to include in a Conditional Purchase Agreement?

1. Security Arrangements: Required when the purchase involves secured payments or collateral

2. Foreign Investment Provisions: Needed when one party is a foreign entity, addressing Indonesian investment law requirements

3. Force Majeure: Optional clause detailing circumstances beyond parties' control that may affect conditions

4. Confidentiality: Required when sensitive information will be exchanged during the conditional period

5. Tax Provisions: Detailed tax arrangements when complex tax implications exist

6. Assignment Rights: Required when parties need the ability to assign rights under the agreement

7. Insurance Requirements: Needed when specific insurance coverage is required during the conditional period

8. Regulatory Compliance: Required when the transaction is subject to specific regulatory oversight

What schedules should be included in a Conditional Purchase Agreement?

1. Schedule 1 - Asset Description: Detailed technical specifications or description of the purchase subject matter

2. Schedule 2 - Payment Schedule: Detailed payment terms, installments, and conditions for each payment

3. Schedule 3 - Condition Precedent Details: Detailed description of each condition and its satisfaction requirements

4. Schedule 4 - Due Diligence Requirements: List of due diligence items and acceptance criteria

5. Schedule 5 - Required Authorizations: List of required permits, licenses, or authorizations

6. Appendix A - Form of Completion Notice: Template for confirming satisfaction of conditions

7. Appendix B - Form of Transfer Documents: Templates for any required transfer documentation

8. Appendix C - Compliance Certificates: Templates for various compliance certificates required

Authors

Alex Denne

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

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions





































Clauses





































Relevant Industries

Real Estate

Manufacturing

Mining

Agriculture

Technology

Retail

Construction

Energy

Infrastructure

Financial Services

Automotive

Telecommunications

Healthcare

Hospitality

Relevant Teams

Legal

Finance

Procurement

Commercial

Risk & Compliance

Operations

Business Development

Corporate Affairs

Investment

Asset Management

Property Management

Relevant Roles

Legal Counsel

Commercial Director

Chief Financial Officer

Procurement Manager

Business Development Manager

Contract Administrator

Risk Manager

Compliance Officer

Corporate Secretary

General Manager

Operations Director

Investment Manager

Property Manager

Asset Manager

Transaction Manager

Industries







Teams

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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