0% found this document useful (0 votes)
18 views5 pages

Term Sheet Ruko P. Indah

This Term Sheet outlines the key terms for the purchase of a SoHo unit in Jakarta, Indonesia, between the Seller and PT. HAWLIR NABILA as the Buyer, with a purchase price of IDR 8.5 billion. The document details payment terms, obligations of both parties, due diligence requirements, and a 6-week exclusivity period for the Buyer. It also states that the Term Sheet is non-binding except for specific sections related to confidentiality and indemnities.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
18 views5 pages

Term Sheet Ruko P. Indah

This Term Sheet outlines the key terms for the purchase of a SoHo unit in Jakarta, Indonesia, between the Seller and PT. HAWLIR NABILA as the Buyer, with a purchase price of IDR 8.5 billion. The document details payment terms, obligations of both parties, due diligence requirements, and a 6-week exclusivity period for the Buyer. It also states that the Term Sheet is non-binding except for specific sections related to confidentiality and indemnities.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

SoHo Gedung Hijau

Purchase Term Sheet


This Term Sheet sets out the key terms of the transaction to be entered into between [name of owner]
(“Seller”) and PT. HAWLIR NABILA (“Buyer”), a company incorporated in Indonesia under registered
address at Gran Rubina Business Park, Jl. HR Rasuna Said, Kuningan, Jakarta, Indonesia, in relation
to a proposed purchase of SoHo unit number [***] in Ruko Gedung Hijau, Jl. [***] Jakarta, Indonesia
(“SoHo”).

No. Issue Details

Transaction Summary

1 Parties [name of owner] (“Seller”); and


Nabila Nadiansyah, duly acting as Director of PT. HAWLIR NABILA,
a company incorporated in Indonesia under registered address at Gran
Rubina Business Park, Jl. HR Rasuna Said, Kuningan, Jakarta,
Indonesia (“Buyer”). Seller and Buyer collectively referred to as
“Parties” and separately as “Party”.

2 Proposed Purchase Subject to execution of a binding Purchase Agreement (“The


Purchase Agreement”), the Parties have agreed to enter into this
Term Sheet concerning the possible purchase of a SoHo unit owned
by the Seller located in Gedung Hijau, Jakarta Selatan, which is [***]
sqm, three story building (“SoHo”).

3 Purchase Price The purchase price of the SoHo will be IDR 8.5 billion nett. Purchase
price shall be in nett amount unless stated otherwise under this term
sheet.

The purchase price shall be paid under this term:


- Down payment that will be paid upon signing of this Term Sheet in
the amount of Rp 50.000.000 (fifty million Rupiah) from the purchase
price.
- First Payment shall be paid after the conclusion of due diligence of
the SoHo in the amount of Rp. 4.250.000.000 (four billion two
hundred fifty million Rupiah) from the purchase price.
- Last Payment in the amount of Rp. 4.200.000.000 (four billion two
hundred million Rupiah) shall be paid on the handover date of the
SoHo from the Seller to the Buyer.

The purchase price shall be paid in full to the following bank account:

[bank]
[account number]
[beneficiary name]

page | 1
V6 Karma
No. Issue Details

4 Purchase Agreement The Parties will enter into a formal and legally binding Purchase
Agreement under Indonesian Law. All cost relating to the signing and
executing the purchase agreement shall be paid fully by the Seller.

5 Parties’ The Seller may be represented by Mr. [***] under the power of attorney
Representation number [***] dated [***] from [***] under Power of Attorney Number [***]
dated [***] (as attached).

6 Seller Obligations/  Seller has disclosed to the Buyer all issues related to the SoHo,
Covenants including but not limited to structural issues, non-structural issues
or legal documents of the SoHo.
 Any furnishings and/or equipment attached to the SoHo shall be
included in the purchase price and will not be removed by Seller
upon purchase, unless requested by Buyer.
 The Seller is the rightful owner of the SoHo and there are no third
parties that has any right or claim to have rights over the SoHo.
 The Seller has paid all outstanding tax payment pertaining the
SoHo arising before the handover date.
 The SoHo shall be handed over by the Seller in a condition ready
to be used by the Buyer. This includes but not limited to the SoHo
having a working electricity, water and all other related equipment
pertaining the utilization of the SoHo by the Buyer.
Any breach by the Seller of the obligations and covenants under this
term sheet shall warrant a full refund of any paid amount by the Buyer
to the Seller.

7 Buyer Obligations/  Buyer shall pay the purchase price duly to the Seller under the
Covenants terms of this term sheet.
 Buyer shall pay the purchase tax as regulated by prevailing tax
law.
 Buyer shall take due care in conducting the due diligence of the
SoHo and only to the extent relevant to the Buyer’s interest.
 Buyer shall not unreasonably withhold approval for the SoHo unit
to be handed over from the Seller to the Buyer.

8 Due diligence The parties acknowledge that the Buyer will need to complete the
normal due diligence work-streams common to any purchase of the
properties. Having been provided with a significant quantity of
information, it is anticipated that the Buyer would require up to
approximately 4 weeks to finalise due diligence and obtain any internal
approvals required in order to proceed. The Seller will provide all
information that is reasonably needed so that the Buyer can perform its
Due Diligence and the Buyer shall endeavour to accelerate the
process as much as possible.

9 Handover Process After the Buyer have finished the due diligence, the Parties shall
commence the handover process of the SoHo where the Buyer shall
inspect the conditions of the SoHo to ensure the SoHo’s condition is
ready to be handed over by the Seller to the Buyer. If there are no
other issue and the SoHo is in a condition fit to hand over, the Buyer
will receive all the keys to the SoHo and makes the final payment of
purchase price to the Seller.

10 Good faith The Parties agree to co-operate in good faith and use their best

33940710_4 page | 2
No. Issue Details

endeavours to negotiate and enter into binding Purchase Agreement in


accordance with the terms and conditions set out in this Term Sheet.

11 Exclusivity Period The Buyer is hereby granted a period of 6 weeks’ exclusivity in order to
complete due diligence and complete the handover process.

This exclusivity period commences on the date of signing of this Term


Sheet and expires 6 weeks after the date of signing of this Term
Sheet.

During the period of exclusivity, the Parties will work together in good
faith to complete the Purchase Agreement, cease all direct and indirect
discussions with any other parties, and not seek, encourage or accept,
either directly or indirectly, alternative proposals for purchase or lease
of the SoHo.

12 Confidentiality All terms and conditions of this Term Sheet and any materials provided
in the course of Due Diligence shall be kept confidential by the both
Parties against third parties, unless the disclosure is required pursuant
to process of law. Disclosing or using this information for any purpose
beyond the scope of this Term Sheet, or beyond the Purchase
Agreement, is expressly forbidden without the prior consent of the
other Party unless such disclosure is required by law or requested by
any governmental authorities.

13 Status of Agreement – The Parties understand, agree and acknowledge that this Term Sheet
Non-binding merely constitutes a statement of their mutual intentions and a recital
of their discussions in connection with the transactions contemplated
by this Term Sheet, and therefore does not constitute a binding
agreement upon any party. Other than this Section, Sections 6, 7, 11
and 12 of this Term Sheet, which are binding upon and enforceable
against the Parties hereto and their successors and assigns, and
which each party shall be entitled to seek legal relief for any breach,
this Term Sheet shall not create or otherwise give rise to, and there
shall not exist, any binding legal obligation on either party to
consummate the transactions contemplated hereby. Any such binding
obligation shall only arise with respect to the Parties hereto after they
have negotiated, executed, and delivered definitive documentation for
transactions described in this Term Sheet and obtained the requisite
approvals required to enter into the Purchase Agreement.

14 Indemnities  Buyer shall be indemnified from any outstanding tax or any duties
to third party (including but not limited to the government)
pertaining the SoHo and arising before the SoHo is handed over
by the Seller to the Buyer.

General

15 Counterparts This Term Sheet may be executed in any number of counterparts,


each of which, when executed, is an original. Those counterparts
together make one instrument.

33940710_4 page | 3
No. Issue Details

16 Governing Law This Term Sheet is governed by the laws of Indonesia and the courts
of Jakarta Selatan will have exclusive jurisdiction to settle any claim,
dispute or matter or difference arising in connection with this Term
Sheet.

Executed on _____________________ 2022

Seller

Executed by [……………] in the presence of:

Signature on behalf of the Seller

Name of the Signer

[Please attach the relevant POA or for the


owner to sign.]

Buyer

Signature on behalf of Buyer

Name of Signer

33940710_4 page | 4
33940710_4 page | 5

You might also like