The Restaurant Asset Purchase Agreement is a crucial legal document used when transferring ownership of restaurant assets in Indonesia. It is particularly relevant when a business owner wishes to sell their restaurant's assets without transferring the entire corporate entity. This agreement must comply with Indonesian regulatory requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata), food safety regulations, and local business licensing laws. The document typically covers the sale of physical assets (such as equipment and inventory), transfer of licenses and permits (where permissible), assignment of contracts, and handling of employee matters. It includes specific provisions required under Indonesian law for asset transfers, tax obligations, and business ownership requirements. The agreement is structured to protect both parties while ensuring smooth transition of restaurant operations and compliance with all relevant Indonesian regulations and local requirements.
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1. Parties: Identification of the seller and purchaser, including complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Assets: Detailed description of assets being sold and confirmation of transfer
5. Purchase Price: Purchase price, payment terms, and any adjustments
6. Deposit: Details of any deposit paid and conditions for retention or return
7. Closing: Closing date, conditions precedent, and closing deliverables
8. Seller's Representations and Warranties: Seller's representations regarding ownership, condition of assets, licenses, etc.
9. Buyer's Representations and Warranties: Buyer's representations regarding authority, capacity to purchase, etc.
10. Pre-Closing Covenants: Obligations of parties between signing and closing
11. Post-Closing Covenants: Ongoing obligations after closing
12. Indemnification: Terms for indemnification between parties
13. Termination: Circumstances under which agreement can be terminated
14. Governing Law and Dispute ReΊμΠΣΦ±²₯: Choice of Indonesian law and dispute reΊμΠΣΦ±²₯ mechanisms
15. General Provisions: Standard boilerplate provisions including notices, amendments, etc.
1. Employee Matters: Include when employees will be transferred as part of the transaction
2. Third Party Consents: Include when specific third-party approvals are required
3. Intellectual Property Rights: Include when significant IP assets are involved (e.g., restaurant brand, recipes)
4. Environmental Matters: Include when property is being transferred or environmental issues are significant
5. Transition Services: Include when seller will provide post-closing operational support
6. Non-Competition: Include when restricting seller from competing in same area/business
7. Lease Assignment: Include when restaurant premises are leased and lease is being assigned
8. Bulk Sales Compliance: Include when required by local regulations for large asset transfers
1. Schedule A - Purchased Assets: Detailed inventory of all assets being purchased
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule C - Purchase Price Allocation: Breakdown of purchase price across asset categories
4. Schedule D - Permits and Licenses: List of all operational permits and licenses
5. Schedule E - Equipment and Fixtures: Detailed list of restaurant equipment and fixtures
6. Schedule F - Inventory: Current inventory of food, beverages, and supplies
7. Schedule G - Contracts: List of assigned contracts and agreements
8. Schedule H - Employee Information: Details of employees if being transferred
9. Appendix 1 - Form of Bill of Sale: Template for the formal transfer document
10. Appendix 2 - Form of Assignment and Assumption Agreement: Template for assignment of contracts and obligations
Authors
Relevant legal definitions
Clauses
Relevant Industries
Food & Beverage
Hospitality
Real Estate
Retail
Small Business
Franchising
Tourism
Commercial Property
Food Service Equipment
Business Services
Relevant Teams
Legal
Finance
Operations
Compliance
Risk Management
Mergers & Acquisitions
Business Development
Property Management
Commercial
Tax
Relevant Roles
Business Owner
Chief Executive Officer
Chief Financial Officer
Restaurant Manager
Legal Counsel
Corporate Lawyer
Business Development Manager
Operations Director
Commercial Director
Mergers & Acquisitions Manager
Property Manager
Asset Manager
Compliance Officer
Risk Manager
Financial Controller
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