This Corporate Agreement for Financial Instruments via SWIFT MT103 and the five (5) attached Annex (further designated as the Agreement) are entered on thi 26-04, 2014 by and between:
Company Name .
Address .
Represented by :
Title :
Passport No. :
Phone :
E-mail :
Hereinafter referred to as SENDER
AND
Bank name: :
Bank address: :
Account name: :
Account number: :
IBAN CODE: :
SWIFT CODE: :
Bank Officer: :
Bank Telephone: :
Bank Fax: :
Hereinafter referred to as RECEIVER
WHEREAS: The Parties understand that issuing bank will not send cash funds to Receiver’s bank account. The Financial Instrument via SWIFT MT103 (further designated as the Instrument) is only for credit enhancement. The SWIFT MT103 will appear on inter-banking screen and there will be no verifications communication with issuing bank.
WHEREAS: The Receiver desires to receive an Instrument via SWIFT MT103 from issuing bank. The Receiver confirms with full corporate and legal responsibility to accept the Instrument. The Receiver must have a credit line ready against which Receiver will use the Instrument to pay for this transaction.
WHEREAS: Sender desires to transfer through from issuing bank the aforementioned Instrument to the Receiver’s bank. Sender represents and warrants that it has the ability and resources to arrange through associates, contacts and sources, with full corporate responsibility, Instrument in the term of assignments to be provided to the Receiver’s bank. Sender hereby declares under penalty of perjury that the Instrument will be backed by funds that are good, clean, clear, and free of non-criminal origin, and will be free and clear of all liens, encumbrances and third party interest.
DESCRIPTION OF THE INSTRUMENT(S):
Instrument: MT103 via SWIFT.
Issuing bank: HSBC BANK PLC, LONDON, UK.
Instrument nominal: €500,000,000.00 (five hundred million Euros).
Profits Receiving: As rate of 10%+2% (TEN PERCENT+ TWO
PERCENT) from Instrument’s nominal.
Payment: Wire Transfer (TT).
Duration of payment: Within 3 (three ) calendar days upon Instrument’s SWIFT MT103 receive and authentication on interbank screen.
PROCEDURES:
1. The Receiver and the Sender execute, sign and initial this Agreement and Parties will lodge this Agreement in their respective banks.
2. The Senders shall instruct the issuing bank Officer to send an Instrument (Annex 3) of first nominal (€500,000,000.00) via SWIFT MT103 to the Receiver’s bank coordinates .
3. The Receiver shall cause the payment bank Officer to arrange a full payment of Profits Receiving by sum of €000,000,000.00 (Euro —— hundred million) as per Invoice and of Consultancy Fees by sum of €-0,000,000.00 (Euro — million) as per Fee Protection Agreement (FPA, Annex “D”) within three (3) working days .
4. The Parties send copies of bank massages via e-mail during twenty four (24) hours since massages issuing date.
Total payment for Profits Receiving & Consultancy Fees according this Agreement is total amount €000,000,000.00(Euro—- hundred millions).
NON-SOLICITATION: The Receiver hereby confirms and declares that Sender, its associates or Sender representatives or any person or persons on its behalf has/have never been solicited by any party, its shareholders or associates or representatives in any way whatsoever that can be
construed as a solicitation for this transaction or for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this Agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such delays or failures in performance are not caused by events or circumstance beyond the control of such party.
ARBITRATION: All disputes and questions whatsoever which arises between the Parties to this Agreement and touching on this Agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way relating to this Agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.
This Agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this Agreement, except by an instrument in writing signed by both Parties. This Agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the other in order to enforce any of the terms of this Agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.
PAYMENT TERMS AND CONDITIONS: The Receiver hereby irrevocably agrees to pay a Profits Receiving of 10%+2% from the Instrument’s nominal by Wire Transfer through his bank.
The Receiver’s bank will perform payment to nominated Sender’s payment banking account by Wire Transfer in full amount, without any deduction and delay in same day.
FORCE MAJEURE: None of the Parties will be responsible, as determined by the International Chamber of Commerce (ICC), Paris accords (No. 650), regarding the impossibility to execute this contract, fully or partially, when this impossibility is directly or indirectly determined by the causes specified by ICC and that are below reported in English:
a. Causes beyond their reasonable control;
b. Acts of God;
c. Acts or Non-Actions of any Governmental Authority (de jure or de facto), including the intervention of the Federal Reserve Bank of the United States which have the effect of prohibiting or otherwise limiting the Corporate Objective of this Agreement;
d. Wars (declared or undeclared);
e. Fire, flood, sabotage, nuclear accident, earthquake, storm, epidemic;
f. Banks and/or Financial Institutions are closed by reason of industrial dispute or governmental intervention.
ELECTRONIC DOCUMENT TRANSMISSIONS (EDT): EDT shall be deemed valid and enforceable in respect of any provisions of this Agreement. As applicable, this Agreement shall be:
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT);
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.
PARTIES BANK COORDINATES:
Instrument’s issuing bank coordinates:
Bank name :
Bank address :
SWIFT BIC :
Sender’s bank coordinates for Profit Receiving:
BANK NAME :
BANK ADDRESS :
SWIFT BIC :
ACCOUNT NAME :
ACCOUNT NO. :
Bank Officer :
Bank phone / fax :
Receiver’s bank coordinates:
Bank name: :
Bank address: :
Account name: :
Account number: :
IBAN CODE: :
SWIFT CODE: :
Bank Officer: :
Bank Telephone: :
Bank Fax: :
ACCEPTED AND AGREED WITHOUT CHANGES and signed in 2 copies.
THIS SPACE INTENTIONALLY LEFT BLANK
COPY OF RECEIVER PASSPORT
SIGNED THIS 26DAY OF APRILE 2014 FOR AND ON BEHALF OF RECEIVER:
_________________________________________
Signatory Name:
Passport Nº:
Issuing Country:
Issue Date:
Expiration Date:
COPY OF SENDER PASSPORT
SIGNED THIS 26 DAY OF APRILE 2014 FOR AND ON BEHALF OF SENDER:
_____________________
Signatory Name:
Passport Nº:
Issuing Country:
Issue Date:
Expiration Date: \
ANNEX 1
AFFIRMATION OF MT103 TRANSACTION
Date: 26th Day of aprile , 2014
I, Mr. ………………………………… , as Director of . ……………….Co.Ltd. hereby affirm that I am in complete understanding of the MT103 SWIFT transaction.
I understand that Instrument’s issuing bank will send, via SWIFT, MT103 messages in the amount of €500,000,000 (five hundred million euros), each one, to my designated account.
I also understand the following:
Issuing bank has agreed to send the MT103 SWIFT message only;
Issuing bank will not send cash to my bank account;
The MT103 is only for credit enhancement;
This is transaction which means that the SWIFT will appear on inter-banking screen and there will be no verifications communication with issuing bank.
I must have a credit line ready against which I will use the MT103 to pay for this transaction.
I am absolutely and completely clear of this transaction and am ready to fulfill my part.
Signed for and on behalf of
________________________________________
Signatory Name:
Passport Nº:
Issuing Country:
Issue Date:
Expiration Date:
ANNEX 2
VERBIAGE OF THE BOARD RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS
Re:
A quorum of directors of ……………………………Ltd. (Hereinafter called the «Company») with its address at 6/7 Sio 8, Ladprao Road, Jatujak District, Bangkok, 10900, Thailand, attended in person or by telephone/video conference a Board of Directors meeting which was duly noticed and held on December 06 , 2012. A detailed discussion regarding various issues and aspects of this transaction was held to the full satisfaction of the Board members and the following resolutions were unanimously adopted:
RESOLUTION:
It is resolved that Mr ……………………………… holder of South African Passport No. …………… as Company’s Office In 6/7 Sio 8, Ladprao Road, Jatujak District, Bangkok, 10900, Thailand and authorized Representative/Signatory of the company, to enter into this transaction involving the assignment of Bank Debentures and other Bank Instruments.
RESOLUTION:
It is resolved that Mr. …………………………….as CEO and authorized Signatory of the company, to arrange the procedure for transaction SWIFT MT 103 with transaction reference TBK977 in the amount of €500,000,000.00.
RESOLUTION:
It is resolved that Mr. ………………………..as authorized Signatory of …………………………Co.Ltd. be assigned full authority to instruct, arrange, monitor, execute, manage and sign all paperwork, agreements, contracts and all documentation as may be necessary with third parties, pertinent to this transaction.
RESOLUTION:
It is further resolved at this meeting of the Board of Directors that Mr. ………………………is hereby authorized to distribute on behalf of ……………………………….. Co.Ltd. any and all transaction related fees and entitlements to any banks, trading entities, program managers, facilitators, lawyers and other involved persons and companies of his choice, as he may deem appropriate and at his absolute discretion, on behalf of BLUESPEAR Co.Ltd.
RESOLUTION:
That Mr. …………………………………..as the Managing Director of the company, is hereby authorized to certify that the foregoing resolutions and provisions thereof are in conformity with the charter, bylaws and articles of incorporation of the company, and that the foregoing resolution and the authority thereby conveyed shall remain in full force and effect until the purposes set forth herein are accomplished.
It is further certified that the foregoing resolutions have never been modified or amended and are now in full force and effect. The above named representative of the company has been duly elected and appointed to hold office, the representative is presently holding office, and is empowered to act for and on behalf of the company. This fax or email copy of the Board Resolution shall be of equal value and effect to the original, and shall be accepted as such by everyone, for all purposes, everywhere.
The above motions and resolutions were duly made, seconded and unanimously passed and carried out at the completion of this meeting.
In witness whereof, I have hereunto set our hand and seal of the company in our own free will and act, in certification of the above resolutions and provisions on this aprile 26, 2014.
For and on behalf of the
_______________________________________
Signatory Name:
Passport Nº:
Issuing Country:
Issue Date:
Expiration Date:
.
.
ANNEX 3
VERBIAGE OF THE FINANCIAL INSTRUMENT VIA SWIFT MT103
xxxxcccccccccccccccccccccccccccccccccccccccccccccccccccc
Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
The above is suggxested verbiage only. Text may vary accordıng to bank regulatıons.
SELLER SIDE ONE PERCENT (1 %) OF THE TOTAL CONTRACT FACE VALUE INCLUDING EACH AND EVERY TRANCHE WITH RENEWALS AND EXTENTIONS
OPEN
PAYMASTER NAME
BANK NAME
BANK ADDRESS
SWIFT CODE
BANK ROUTING NUMBER
ACCOUNT NAME
ACCOUNT NUMBER
CURRENCY
SPECIAL INSTRUCTIONS “SAME DAY TRANSFER AND IMMEDIATE CREDIT”. All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed : XXX and for legal verification and documentation pursuant to Patriot Act/Baking regulations with One Original Contract copy to be filed with Bank.
REQUIRED MESSAGE
FOR BENEFIT OF
BUYER SIDE HALF PERCENT (10 %) OF THE TOTAL CONTRACT FACE VALUE INCLUDING EACH AND EVERY TRANCHE WITH RENEWALS AND EXTENTIONS.
OPEN
PAYMASTER NAME
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
CURRENCY EURO
SPECIAL INSTRUCTIONS “SAME DAY TRANSFER AND IMMEDIATE CREDIT”. All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed : xxxxx and for legal verification and documentation pursuant to Patriot Act/Baking regulations with One Original Contract copy to be filed with Bank.
REQUIRED MESSAGE
FOR BENEFIT OF
BUYER SIDE HALF PERCENT (1%) OF THE TOTAL CONTRACT FACE VALUE INCLUDING EACH AND EVERY TRANCHE WITH RENEWALS AND EXTENTIONS.
OPEN
PAYMASTER NAME
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
CURRENCY (EUR)
SPECIAL INSTRUCTIONS “SAME DAY TRANSFER AND IMMEDIATE CREDIT”. All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed :
ХХХ and for legal verification and documentation pursuant to Patriot Act/Baking regulations with One Original Contract copy to be filed with Bank.
REQUIRED MESSAGE
FOR BENEFIT OF
PAYMENT OF BENEFICIARIES/CONSULTANTS:
Each of the above named Paymasters will be responsible for making onward payments of agreed percentages of commission via a separate pay order to each of the named, authorized Beneficiaries as indicated. Each Paymaster will issue the relevant Payment Order to each of their respective authorized Beneficiaries/Consultants subject to their specific “Consulting Fee Agreement”. All commission transfers are to be made by wire and transferred immediately upon closing of each transaction or transaction tranche or as soon thereafter as banking processes allow without liens or delays of any kind whatsoever.
This agreement shall be binding, individually or collectively, upon and for the benefit of the Parties, the beneficiaries and their respective successors and assigns for their mutual advantage or goodwill.
In the event of death of any of the parties or beneficiaries, the surviving parties and beneficiaries agree that the beneficiaries of the deceased party shall receive any and all proceeds of this agreement that would have been earned by the deceased party under the same terms and conditions as if the party were not deceased.
We hereby confirm with full authority that the above terms are agreed and accepted BY THE BUYER:
_______________________________
Signatory Name:
Titel:
Passport Nº:
Issuing Country:
Issue Date:
Expiration Date: .
******** END OF CORPORATE AGREEMENT *********
Яндекс рекомендует:
Приглашаю присоединиться ко мне в следующих сервисах:
