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An Equity Contribution Agreement is a crucial document in Indonesian corporate transactions, used when an investor (domestic or foreign) intends to inject capital into a company in exchange for equity ownership. This agreement is particularly important in the Indonesian context due to specific regulatory requirements under Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment. The document sets out the complete framework for the investment, including valuation, payment terms, conditions precedent, and regulatory compliance requirements. It must address unique Indonesian legal considerations such as foreign ownership restrictions in certain sectors, mandatory language requirements, and specific corporate approvals. The agreement serves as the foundation for subsequent regulatory filings and corporate actions, making it essential for both private and public companies seeking capital investment.

1. Parties: Identification of the investor(s) and the target company, including registration details as required under Indonesian law

2. Background: Context of the investment, current capital structure, and purpose of the equity contribution

3. Definitions and Interpretation: Key terms used in the agreement, including Indonesian legal terminology where relevant

4. Equity Contribution: Details of the contribution amount, form (cash/assets), and resulting shareholding percentage

5. Subscription Price and Payment Terms: Valuation details, payment mechanism, and timing of the contribution

6. Conditions Precedent: Required approvals, documents, and actions needed before the contribution can be made

7. Completion Mechanics: Step-by-step process for executing the contribution, including timing and documentation requirements

8. Representations and Warranties: Standard and Indonesia-specific warranties from both the investor and company

9. Company Covenants: Ongoing obligations of the company regarding the use of contributed funds and compliance with Indonesian regulations

10. Regulatory Compliance: Specific provisions ensuring compliance with Indonesian investment and company laws

11. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information

12. Notices: Communication procedures between parties, including requirements for dual language notices

13. Governing Law and Dispute Resolution: Indonesian law as governing law and agreed dispute resolution mechanism

14. General Provisions: Standard boilerplate clauses adapted to Indonesian law requirements