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Pooling Agreement
"I need a Pooling Agreement under Indonesian law for three mining companies combining their equipment and operational resources in East Kalimantan, with specific provisions for environmental compliance and equal profit sharing starting March 2025."
1. Parties: Identification of all parties entering into the pooling agreement
2. Background: Context and objectives of the pooling arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Pool Contributions: Detailed description of what each party contributes to the pool (assets, funds, resources)
5. Management Structure: Governance structure for managing the pooled resources
6. Operating Procedures: Day-to-day management procedures and decision-making processes
7. Profit and Loss Sharing: Mechanism for distributing profits and allocating losses
8. Accounting and Records: Requirements for maintaining financial records and conducting audits
9. Rights and Obligations: Specific rights and obligations of each party
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Protection of confidential information shared within the pool
12. Dispute Resolution: Procedures for resolving disputes between parties
13. Governing Law: Specification of Indonesian law as governing law
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability
1. Foreign Exchange Provisions: Required when pool involves foreign currency transactions
2. Third-Party Manager: Needed when an external manager is appointed to manage the pool
3. Regulatory Compliance: Specific section for heavily regulated industries or cross-border arrangements
4. Insurance: Required when pooled assets need specific insurance coverage
5. Intellectual Property: Necessary when pooled resources include IP rights
6. Environmental Compliance: Required for pools involving natural resources or environmental impacts
7. Labor Relations: Needed when pool involves shared employees or workforce
8. Competition Compliance: Required when pooling arrangement might raise antitrust concerns
1. Schedule 1 - Pool Assets: Detailed inventory of all assets contributed to the pool
2. Schedule 2 - Contribution Values: Agreed values of contributions from each party
3. Schedule 3 - Profit Distribution Formula: Detailed calculation method for profit sharing
4. Schedule 4 - Operating Procedures Manual: Detailed procedures for day-to-day operations
5. Schedule 5 - Management Structure Chart: Organizational chart and reporting lines
6. Schedule 6 - Key Personnel: List of key personnel and their roles
7. Appendix A - Required Notices and Forms: Standard forms for notices and reporting
8. Appendix B - Insurance Requirements: Detailed insurance specifications for pooled assets
Authors
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Contributing Party
Contribution
Control
Effective Date
Encumbrance
Exit Event
Financial Year
Force Majeure Event
Governing Body
Initial Contribution
Indonesian Rupiah
Management Committee
Material Adverse Effect
Operating Costs
Operating Procedures
Pool
Pool Account
Pool Assets
Pool Manager
Pool Objectives
Pool Operations
Pool Period
Pool Share
Profit Distribution
Regulatory Approval
Related Party
Relevant Authority
Representative
Services
Termination Event
Third Party
Unanimous Decision Matters
Valuation Date
Working Capital
Pool Formation
Contributions
Pool Management
Operational Control
Decision Making
Profit Distribution
Loss Allocation
Asset Management
Reporting Requirements
Confidentiality
Non-Competition
Representations and Warranties
Covenants
Risk Allocation
Force Majeure
Term and Termination
Exit Rights
Transfer Restrictions
Regulatory Compliance
Anti-Money Laundering
Foreign Exchange
Tax Matters
Dispute Resolution
Governing Law
Indemnification
Insurance
Notices
Amendment
Assignment
Severability
Entire Agreement
Third Party Rights
Further Assurance
Counterparts
Financial Services
Mining and Resources
Agriculture
Manufacturing
Technology
Real Estate
Infrastructure
Energy
Transportation and Logistics
Banking
Investment Management
Industrial Production
Natural Resources
Construction
Legal
Finance
Operations
Risk Management
Compliance
Corporate Affairs
Treasury
Business Development
Investment
Asset Management
Partnership Management
Strategic Planning
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Legal Counsel
Corporate Secretary
Investment Manager
Operations Director
Risk Manager
Compliance Officer
Asset Manager
Partnership Manager
Business Development Director
Finance Director
Contract Manager
Treasury Manager
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