Letter of Indemnity (CPI)

You might also like

Download as pdf
Download as pdf
You are on page 1of 3
PRIVATE & CONFIDENTIAL GUARANTEE AND INDEMNITY ‘Thounderigned, MR. TAN TIAM SENG RONNIE, «private pron, holder of Taxpayer Registration Number (NPWP) ‘No, 69310.713.8-031.000, issued on. 16 February 2009 and Temporary Sty Permit (KITAS) No. {2CDLIFSBTEN, iasued by Directorate General of Imigrstion of Republic of Indonesia and shal bo valid ‘nti 26 November 2015, having its domicile i Indonesia at Apartment of Slip Tower 2 No, 21 B, Sub Distt of Sip, Disvet of Palerah, West Jakarta, WHEREAS: 1am the lime sharholder of PT CROSS PLUS INDONESIA, s limited laity company duly ‘stablised under the Ins ofthe Republic of Indonesia, having its rogiseed offi at Asst Building, located at Il. Majepait No. 26, Sob-istict af Petajo Selatn, Distict of Canis Central kara CCP) and CPL isthe shareholder of PT ACSET INDONUSA, Thk, 2 public company established under the laws of Republic of Tdoneia, having its registered office at Aeset Boling, located at il, Majapahit No. 26, Sub District of Peoj Selatan District of Gambit, Cena Jakarta (“Company”). PT KARVA SUPRA PERKASA a company duly estabisod under the laws ofthe Republio of Indonesia, having its registered office at J. Rays Bekasi KM 22, Cakang, Jakarta Timur CKSP") ‘ag entered into the Conditional Sale and Purchase of Shares Agreement, dated 18 December 2015 CCSPA"), pursuant to which KSP is ating asthe Purchases and CP together with FT LokaCipta reas, limited liability company establisted under the ls ofthe Republic of Indonesia, having it rogisored ofce at Acset Building, located at J. Majpahit No. 26, Sub-Distet of Peojo Selaan, Distct of Gambi, Cental Jakarta CILCK") ae collectively acting as the Sellers with respec othe Sale Shares (as defined under CSPAY. (CSPA and any cer agreements petining thereto inloing but not limited to the Shareholders ‘Agreement (as defined under CSPA) sal colletively be refered to as “Agreements”. ln compliance wit the tems and conditions ofthe Agreemerts, woud like to stout granting of fil guarantee and indemnity with respect to implementation ofthe Agreements for the favor of SP and its officers, dietors, commissioners, agens, partners, controling eis, subsidiaries snd employees Secured Parties’ ‘Unies stipulated otherwise in this Guaranize and Indemnity leer, tarns and expressions defined under the Agreements shall have the same meaning wien they ae sed hei, I HEREBY AGREE AND UNDERTAKE THE FOLLOWING: In order to socure due implementation of the Agreoments, I irevocably and uncondoaally fuaranteeflfillnent of obligations by CPI including but not limited to deliver the Sale Shares to KSP and to comply wih the tems and conditions under the Sharcolders Agreement. For the [purpose of this guarantee, Thereby waive any and all of te rights, protosions, privileges and defenses provided by law to a guarantor including but not limited to the rights, protections, SN \v pivilges and defenses as st forth in Acs 1430, 1831, 1833, 1857, 1843 and 1847 through 1850 ofthe indonesian Civil Code (ICC"), 2 Lil indemnify and ol the Secared Pres harmless fom, against and in respect of any Loss, ibis, blgations, damages, costs, expenses, clams fom thir paris, judgments, Proceedings, fines, pales, ations or demands sere by te Secured Parties a result of: (© nomperormance by the Company andor CPI in rlaon to its obligations under the ‘Agreements; © any wench andlor nonperfomance andlor any form of consequences of any ‘greementleontacts, which was eared by te Company pret the First Completion Date; (9 anytmus that are not recorded in the Company's books and unpait ndlor (aay pas linbiltes ofthe Company which may rig in relation to any projet works that he ‘Company a ened ito pric tothe Fst Completion Date(s defied under CSPA) which (@) should have ben infomad in writing an farished to KSP during the de diligence period andor (Gas 20 proper documentation andor unecerded inthe Company's books, FFurtber, this indemnity constiuts independent undertakings and obligations as meant by or is accordance with Atle 1316 ofthe ICC separte Hom the guarantee contained in tem I above and ‘ot acesory tothe CPT endfor LCK obligations under the relevant Agreements. 3. wil eiburse the Secured Parties fr any legal or other expenses resoashly incued by them in connection with investigating or defending any such losses, lbs, bliations, damages, costs, expenses, claims from third partes, judgment, legal proceedings, Snes, penalties, ations or demands s mentioned above pursuant othe em inder CSPA; All demands or otherwise claims towards my obligations pustan to this Guarantee and Indemnity Sal bo outed immediatly and ths Twi make ful paynatt the Scared Pats Within spied ‘ear dye afer expive note has bmn aed bythe Seed Pris ome. “This Guarantee and Indernity shall apply and extend to CSPA, Shareholders Agreement, and all documents costemplated therein which upon executed by is relevant partes, respecve agreement shall be refered to asthe Agreements and thas subject to tis Guarantee and Indemnity. Except a otherwise defined herein or the content requires ctherwite, tems defined in the Ageaments shall ave the same rmesnings withthe capitalized terms hereunder. ‘This Gutrantee and Indemnity shall be govemed by and constued in acconance with the laws ofthe Republic of indonesia, ‘Any dispute occured in conection with this Guarantee and Indemrity shall be frst soled through ‘amicable setlement by the Parties within 30 (tiny) Business Days aera Paty noes the oer Paty of any such dispte however, if such dispute cannot be sted amicably witin such ime period the Paes agree that such dispute sl erefered o and be rerlved though Indonesian Nation Abitaton Body (Baden arbirase Nasional Indonesia ~ "BANT), ané for such purposes the Pares wl hold the _rbiration in Indonesia under the rules of BAN XN In order to comply wih the provisions of Law No, 24 of 2009 on National Flag, Language, Emblem and ‘Anthem, I sal sgn the Bebase Indonesia version ofthis Gusrnte and Inder a he ates 30 (hit) days ar the date ofthis Guarantee and Indemnity, which shal be eated as an integral and inseparable part of this Guarantee and Indemnity Inthe evento inconsistency betwee th Bass Indonesia version 5 the English version of hi Ouante and Inder, a longa the Las port the English version Shall prevail andthe Besa Indoness version of this Gosrantc and Indemnity shall be deemed smended to Ge exien oF such inconsistency to bein conformity with its English vrsion IN WITNESS WHEREOF I have exccutd this Guarantee and Indemnity on th dato fit mentioned shove to be delivered to KSP for acknowledgment and aceepane, ‘Yours fitful, TAN TIAM SENG RONNIE by ‘Name + JEFFREY G CHANDRAWHIAYA Tide: DIRECTOR

You might also like