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Term Sheet For Sale Of Business for Indonesia

Term Sheet For Sale Of Business Template for Indonesia

A comprehensive preliminary agreement document governed by Indonesian law that outlines the key terms and conditions for the sale of a business. This document serves as a foundation for the subsequent detailed transaction documents, incorporating specific considerations under Indonesian corporate law, investment regulations, and business practices. It addresses essential elements such as transaction structure, purchase price, conditions precedent, and regulatory requirements while considering Indonesian market conditions and legal framework, including compliance with Law No. 40 of 2007 on Limited Liability Companies and relevant investment regulations.

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What is a Term Sheet For Sale Of Business?

A Term Sheet For Sale Of Business is a crucial preliminary document used in Indonesian business transactions to establish the fundamental terms and conditions of a proposed business sale. This document is particularly important in the Indonesian context, where it needs to align with local corporate law requirements, investment regulations, and business practices. It serves as a roadmap for the transaction, outlining key commercial terms, conditions precedent, and regulatory considerations specific to the Indonesian market. The term sheet is typically used during the negotiation phase, before moving to detailed definitive agreements, and must consider various aspects of Indonesian law including foreign ownership restrictions, regulatory approvals, and corporate governance requirements. While non-binding except for certain provisions (such as confidentiality and exclusivity), it forms the basis for drafting the final transaction documents and obtaining necessary corporate and regulatory approvals.

What sections should be included in a Term Sheet For Sale Of Business?

1. Parties: Identification of the seller(s), purchaser(s), and any guarantors or key stakeholders

2. Background: Brief context of the transaction and description of the business being sold

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed transaction structure (asset sale vs share sale)

5. Purchase Price: Proposed consideration and payment terms, including any adjustments or earn-out mechanisms

6. Key Assets/Shares: Description of the assets or shares being transferred

7. Key Conditions Precedent: Essential conditions that must be satisfied before closing

8. Timeline: Key dates for due diligence, definitive agreements, and closing

9. Exclusivity: Terms of exclusive negotiation period

10. Confidentiality: Basic confidentiality obligations

11. Costs: Allocation of transaction costs between parties

12. Governing Law: Applicable law and jurisdiction

What sections are optional to include in a Term Sheet For Sale Of Business?

1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances (e.g., KPPU approval for large transactions)

2. Employee Matters: Include when there are significant employment considerations or transfer of employees

3. Intellectual Property: Required when IP assets are a crucial part of the business being sold

4. Real Estate: Include when property assets or leases are significant to the transaction

5. Environmental Matters: Required for businesses with environmental compliance obligations or risks

6. Transitional Services: Include when post-closing services are needed from seller

7. Non-Compete: Include when restrictions on seller's future activities are required

8. Financing Conditions: Required when purchase is subject to buyer obtaining financing

9. Foreign Investment Provisions: Include for transactions involving foreign investors

10. Tax Structure: Include when specific tax considerations need to be addressed

What schedules should be included in a Term Sheet For Sale Of Business?

1. Business Description Schedule: Detailed description of the business operations, assets, and structure

2. Price Calculation Schedule: Detailed breakdown of purchase price calculation and adjustments

3. Key Assets Schedule: List of material assets included in the transaction

4. Material Contracts Schedule: List of key contracts relevant to the transaction

5. Key Personnel Schedule: List of key employees or management team members

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

Sale Agreement

Cost

Free to use
Relevant legal definitions








































Clauses






























Relevant Industries

Manufacturing

Mining

Agriculture

Technology

Retail

Financial Services

Real Estate

Healthcare

Consumer Goods

Energy

Infrastructure

Telecommunications

Hospitality

Transportation

E-commerce

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Business Development

Strategy

Risk Management

Compliance

Tax

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Development Director

Mergers & Acquisitions Director

Business Development Manager

Legal Counsel

Investment Manager

Transaction Manager

Due Diligence Manager

Corporate Secretary

Finance Director

Strategy Director

Risk Management Officer

Compliance Officer

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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