The Provisional Sales And Purchase Agreement is a crucial document in Indonesian commercial transactions, particularly when parties need to formalize their initial understanding while conducting further due diligence or fulfilling certain conditions. This document type is commonly used in situations where immediate execution of a definitive agreement is not feasible due to pending approvals, ongoing negotiations, or required due diligence. Subject to Indonesian law, particularly the Civil Code (KUHPerdata) and commercial regulations, it typically includes essential provisions such as transaction structure, provisional pricing, exclusivity periods, and conditions precedent. The agreement serves as a binding preliminary commitment while providing flexibility for parties to address detailed terms in the final agreement.
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1. Parties: Identification and details of the seller and purchaser, including their legal status and registered addresses
2. Background: Context of the transaction, purpose of the provisional agreement, and intention to enter into a definitive agreement
3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation
4. Subject Matter of Sale: Clear description of the goods/property/assets to be sold
5. Provisional Purchase Price: Agreed preliminary price, payment terms, and any adjustments mechanisms
6. Conditions Precedent: Conditions that must be satisfied before proceeding to definitive agreement
7. Due Diligence: Framework for buyer's investigation and verification process
8. Timeline and Definitive Agreement: Schedule for completing due diligence and executing final agreement
9. Earnest Money: Details of any deposit or earnest money payment and its treatment
10. Exclusivity Period: Period during which seller cannot negotiate with other parties
11. Confidentiality: Obligations regarding confidential information exchange
12. Representations and Warranties: Basic preliminary representations by both parties
13. Termination: Circumstances under which the agreement can be terminated
14. Governing Law and Jurisdiction: Specification of Indonesian law and agreed jurisdiction for disputes
15. Notices: Process and contact details for formal communications
16. Signing and Execution: Signature blocks and execution requirements
1. Break Fee: Applicable when parties agree on compensation if either party withdraws from the transaction
2. Third Party Rights: Required when other parties may have rights under the agreement
3. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
4. Tax Provisions: Necessary for complex transactions with significant tax implications
5. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
6. Insurance: Include when specific insurance requirements need to be maintained during the provisional period
7. Asset Preservation: Important for business or property sales to maintain asset condition
8. Employee Matters: Necessary when the sale involves transfer of employees or labor considerations
1. Asset Schedule: Detailed list and description of assets included in the sale
2. Due Diligence Requirements: Specific documents and information required for due diligence
3. Form of Definitive Agreement: Draft or outline of the final agreement structure
4. Payment Schedule: Detailed breakdown of payment terms and timelines
5. Required Consents: List of third-party or regulatory consents needed
6. Disclosure Schedule: Preliminary disclosures against representations and warranties
7. Timeline Schedule: Detailed timeline for key milestones and deadlines
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Manufacturing
Mining and Natural Resources
Agriculture
Technology
Retail and Consumer Goods
Industrial
Energy
Infrastructure
Telecommunications
Transportation and Logistics
Healthcare
Hospitality and Tourism
Financial Services
Relevant Teams
Legal
Finance
Commercial
Procurement
Sales
Business Development
Operations
Risk Management
Compliance
Corporate Secretariat
Project Management
Investment
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Commercial Director
Business Development Manager
Legal Counsel
Corporate Lawyer
Contract Manager
Procurement Manager
Sales Director
Investment Manager
Property Manager
Operations Director
Risk Manager
Compliance Officer
Project Manager
Transaction Advisory Manager
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