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TRANSACTION CODE:
REGISTRATION NUMBER: N/ A
PARTY A: PARTY B:
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Hereinafter jointly referred to as “THE PARTIES”, with full legal and corporate authority to sign this Agreement
PARTY A: PARTY B:
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4
.
1 ACCOUNT № 783-002308-6
0
1. SWIFT CODE: INDLGTGC
1
1. BANK OFFICER NAME: EMERSON DIAZ
2
1. BANK OFFICER TEL: 502) 2420-3000 EXT 2085
3
1. BANK FAX / ddiaz@bi.com.gt Telephone (502) 2420-3000 EXT 2085 only bank agent
4. EMAIL for the sender.
SIGNATURES OF PARTIES
PARTY A: PARTY B:
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WHEREAS, individually known as the First Party or the Sender and the Second Party or the Receiver and jointly known as
the Parties;
WHEREAS, the Sender is holding an account at xxxxxxxxxxxxxxxx with cash funds to be transferred to Receiver’s
designated account via DTC (S2S) Code Server aiming at investments;
WHEREAS, the Receiver is ready, willing and able to receive said cash funds into its designated account via DTC (S2S) Code
Server and to execute the distribution and transfer of said received funds to designated parties and bank accounts via
SWIFT Message MT103, in accordance to the terms and conditions in this Agreement;
WHEREAS, the Receiver has further made arrangement with a third party (hereinafter referred to as the Facilitator), to
facilitate the execution of the said delivery of cash funds for investments and the Receiver and Facilitator shall authorize
and instruct their designated Trustee to receive said funds and proceed on the agreed distribution and transfer of cash
funds, in accordance to the terms and conditions in this Agreement;
The Sender represents and warrants that it has full corporate responsibility permission to enter into this Agreement. It
hereby declares under penalty of perjury that the funds are good, clean, clear, and of non-criminal origin, and is free and
clear of all liens, encumbrances and third party interest.
By signing this Agreement, the Sender represents and warrants that it is giving to the Receiver and its designated parties,
full legal authority to receive said cash funds via DTC (S2S) Code Server and distribute and transfer cash funds via SWIFT
Message as per agreed terms and conditions in this Agreement.
TOTAL FACE VALUE: €100,000,000,000.00 (ONE HUNDRED BILLION EUROS) WITH THE EXTENTION UP
SWIFT MT103 WIRE TRANSFER. THE PAYMENT OF THE EACH TRANCHES CAN BE
PAYMENT:
MADE BY SEVERAL PARTS (TRANCHES), AS AGREED BY THE PARTIES.
NOTE: THE FIRST/FULL PAYMENT WITHIN 10 (TEN) BANKING DAYS AFTER TRANSFER
PARTY A: PARTY B:
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USING DTC.
PROCEDURES:
1. The Sender and the Receiver execute, sign and seal this deed of agreement with the distribution of the funds as
stated commissions, which thereby automatically becomes a full commercial recourse contract. This agreement
should be registered in the Receiver’s bank.
2. The Receiver is obligated to provide for the Sender necessary details (account, beneficiary codes, password, DTC
code and etc.) for the upload of the funds to the Receiver`s account by the Sender's bank officer. Also the Sender is
obligated to provide for the Receiver necessary details (account, beneficiary codes, password, DTC code and etc.).
3. The Receiver sends to the Sender the corporate RWA letter about readiness to receive funds to the Receiver for
using these funds according to the terms of this agreement.
4. After accepting the letter of readiness of the Receiver the Sender’s bank sends to the Receiver's bank RWA Letter via
SWIFT-MT199 message about that the sending bank is ready to send the DTC (S2S) funds to the Receiver's account,
and also as a confirmation of funds provides the POF (Proof of Funds). After accepting the message of readiness for
sending via SWIFT-MT199 message from the Sender's bank, the Receiver’s bank sends the response RWA Letter to
the Sender's bank via SWIFT-MT199 message about that the Receiver's bank confirms readiness to accept the funds
via DTC (S2S) to the Receiver's account and, also, at the request of the Receiver, the receiver’s bank confirms
readiness to issue the payment guarantee, in accordance with the IMFPA and based on the corporate PGL, issued by
the Receiver for each tranche separately, by present agreement. After this the Sender loads the DTC (S2S) funds to
the Receiver's account.
5. The Sender loading the funds to the Receiver's account. After the full loading by Sender of the funds to the
Receiver's account the Sender within maximum twenty four (24) hours provides multi screen shots (black, blue and
yellow screenshots (transfer slip)), without final codes. This screen will be missing the final codes for complete the
download of the funds into the Receiver's corporate account.
6. For the receiving of the final codes, after accepting and successful verification of the loaded funds in accordance
with the multiscreen shots, the Receiver bank issues to the Sender's bank the payment guarantee via SWIFT-MT799
ICBPU (Irrevocable Condition Bank Payment Undertaking) or via SWIFT-MT103 ICBPO (Irrevocable Condition Bank
Payment Order), separately to each designated beneficiary's banks, as a guarantee of payment for the use of the
Sender's funds for the re-investment agreements, in accordance with the IMFPA and based on the corporate PGL,
issued by the Receiver for each tranche separately, by present agreement.
7. After accepting and successful verification and authentication of the payment guarantee via SWIFT-MT799 ICBPU
(Irrevocable Condition Bank Payment Undertaking) or via SWIFT-MT103 ICBPO (Irrevocable Condition Bank Payment
Order), the Sender issue final codes to the Receiver for further download and use by the funds according to the rules
and terms of this agreement.
8. The Receiver's bank officer is fully responsible for blocking funds at the receiver's account for full redistribution for
re-investment purposes via SWIFT-MT103/202 FULL PAYMENT within 10 (ten) banking days after transfer using the
DTC (S2S) funds, according to the conditions of the agreement, with the accounts specified by the payers of both
parties under this agreement, and, also, in accordance with the IMFPA and based on the corporate PGL, issued by
the Receiver for each tranche separately, by present agreement.
PARTY A: PARTY B:
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9. The Sender has the right to change the time of each transaction transfer without authorization and motivation, and
check the result of free transfer of DTC transfer, already done.
10. All SWIFT messages must be transmitted by the SWIFT.COM system. Also the all copies of these SWIFT messages
must be sent to the sender and all beneficiaries via e-mail immediately after execution and/or transmission of
settlement and/or payment, including SWIFT-MT199, MT760 or MT799, MT103/202.
11. In the case of the issuance of any letters or letter exchange by the parties banks, the transfer of these all letters
should be carried out from bank to bank by registered letter through the international courier service (DHL, FEDEX,
UPS & etc.) and also the all copies of these letters must be sent to the parties via e-mail immediately after
execution.
12. All subsequent tranches will be based on this procedure until collateral or funds become exhausted.
Note: the Sender and Receiver hereby certify that the documents mentioned in this Procedure are the necessary and
sufficient for the successful completion of the transaction. The parties shall not nominate additional requirements for
submission of documentation and other bank confirmations.
Please note: there is no Sender’s bank officer involvement at any stages of the download. No phone or screen verification
at all. Please make sure that Receiver’s bank officer will not be provided by any authorization or contact with Sender's bank
officer. The Receiver hereby agrees and confirms that the Sender is to provide him with a copy of server slip only. No any
other documents will be required by the Receiver from the Sender during fulfilment hereof.
NON-SOLICITATION
The Receiver hereby confirms and declares that the Sender, its associates or 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.
The term “Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, and Flood, Earthquake or other natural
disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will
be unable to foresee or prevent or remedy.With Rolls and Extensions (R&E) per mutual agreement!!
Organization:
It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite
power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct the business of the
Program and the Subsidiaries. This Agreement constitutes the legal, valid and binding obligation of such party enforceable
in accordance with its terms.
PARTY A: PARTY B:
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No consents or approvals are required from any governmental authority or other Person for it to enter into this Agreement.
All action on the part of such party necessary for the authorization, execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by such party, have been duly taken.
No Conflict:
The execution and delivery of this Agreement by it and the consummation of the transactions contemplated hereby by it do
not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it
or its properties or assets are bound or any law, rule, regulation, order or decree to which it or its properties or assets are
subject.
Receiver:
It has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or other professional
advisor in connection with the execution of this Agreement. The Parties shall do so in respect of each other and under this
Agreement written conditions.
Miscellaneous Notice(s):
Any modifications, amendments, addendums or follow on contracts will be executed by the two authorized signatories
respectively. When signed and referenced to this Agreement, whether received by mail or facsimile transmission as all and
any facsimile or photocopies certified as true copies of the originals by the Parties hereto shall be considered as an original,
both legally binding and enforceable for the term of this Agreement.
The Parties recognize that several of the rights granted under this Agreement are unique and, accordingly, the Parties shall,
in addition to such other remedies as may be available to them at law or in equity, have the right to enforce their rights
under this Agreement by actions for injunctive relief and specific performance.
This Agreement, including the Exhibits and other documents referred to herein (which form a part hereof), constitutes the
entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior agreements and
understandings between them as to such subject matter and all such prior agreements and understandings are merged
herein and shall not survive the execution and delivery hereof. In the event of any conflict between the provisions of this
Agreement and those of any joint ventures agreement, the provisions of the applicable joint venture agreement shall
control. This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument in writing
and signed by each of Sender and Receiver.
Severability:
If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or provisions
herein contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such invalid, inoperative
or unenforceable provision had never been contained herein so as to give full force and effect to the remaining such terms
and provisions.
PARTY A: PARTY B:
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Counterparts:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more such counterparts have been signed by each of the Parties and
delivered to each of the Parties. This Agreement shall be governed by and construed in accordance with the laws of the UK.
The Parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to
this Agreement and for any counterclaim therein.
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.
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this contractual
agreement as far as possible amicably. In the event that adjudication is required local legal process shall be preceded with
according to the principal of the ICC as above indicated. Where judicial resolution is not thereby achieved, this matter shall
be settled by the ICC itself and the decision of which the Parties shall consider to be final and binding. No State court of any
nation shall have subject matter jurisdiction over matters arising under this Agreement.
I. This Agreement is made solely and specifically between and for the benefit of parties hereto and their respective
members, successors and assigns subject to the express provisions hereof relating to successors and assigns, and
II. No other Person whatsoever shall have any rights, interest, or claims here-under or be entitled to any benefits under
or on account of this Agreement as a third-party beneficiary or otherwise.
Survival:
The covenants contained in this Agreement which, by their terms, require performance after the expiration or termination
of this Agreement shall be enforceable notwithstanding the expiration or other termination of this Agreement.
Currency:
Any exchange of funds between the Sender and the Receiver shall be made in the same currency in which the Sender
transferred the investment fund. In addition, all calculations pursuant to this Agreement and any joint venture agreement
shall be based on ICC regulations.
IN WITNESS WHEREOF, the Parties have hereto executed this Agreement, on 03 June, 2020
PARTY A: PARTY B:
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As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail copy of this
document, and any other related documents, shall be all deemed equally valid as the original of this document:
Represented By: MR. GILBERT RUSSELL Represented By: RAMON GODOY GOMEZ
Agreement № XXXXXXX
PARTY A: PARTY B:
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NUMBER OF
AMOUNT PER TRANCHE (€) TOTAL AMOUNT COMPLETED (€)
TRANCHES
IN WITNESS WHEREOF, the Parties have hereto executed this Agreement, on XXMay, 2020
As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail copy of this
document, and any other related documents, shall be all deemed equally valid as the original of this document:
PARTY A: PARTY B:
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Agreement № XXXXXX
I, Mr. RAMON GODOY GOMEZ, hereby irrevocably and unconditionally agree to disburse the present investment
and project development funds to the below designated beneficiary's accounts, which payments shall be duly honored
by us and made without delay, with same day settlement days upon clearing of funds.
All transfer instructions shall state: «Funds are clean and clear, of non-criminal origin and are payable in cash
immediately upon receipt by beneficiary’s bank, same day value».
Said transfer is done with full bank responsibility and we are satisfied as to the source of funds transmitted, which
are good, clean, cleared, of non-criminal and non-terrorist origin, are delivered through commercial services rendered
to sender. Said funds are for immediate credit, instant cash payment and same day value, in reference to Agreement№
XXXXXXX, Transaction code: XXXXXXX, TO WHERE THE FACE VALUE €100,000,000,000.00 (ONE HUNDRED
BILLION EUROS), 100% (ONE HUNDRED PERCENT) OF THE CASH FUNDS, WHICH HAS BEEN
UNBLOCKED/DOWNLOADED ON THE INTERBANK SCREEN KNOWN AS “DTC” TO THE DEVELOPER’S ACCOUNT IN
THE RECEIVING BANK, TO BE NEEDED TO DISBURSED AS:
PARTY-A «SENDER »: xxx% (xx- PERCENT). The funds (investment) to be disbursed: to Sender xx% and xx%
(xx PERCENT)true Pay-Master under Genealogy;
PARTY A: PARTY B:
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IN WITNESS WHEREOF, the Parties have hereto executed this Agreement, on 03 June, 2020
As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail copy of this
document, and any other related documents, shall be all deemed equally valid as the original of this document:
NOTIFICATION:
DELIVERY STATUS:
PRIORITY / DELIVERY:
MESSAGE INPUT REFERENCE:
------------------------------------------MESSAGE HEADER------------------------------------------
SWIFT INPUT : MT103-ICBPO/MT799-ICBPU
SENDER :
BANK NAME :
SWIFT CODE :
BANK OFFICER :
AMOUNT :€XXX,000,000.00
ACCOUNT NAME :
ACCOUNT NUMBER :
RECEIVER :
PARTY A: PARTY B:
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BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
IBAN NO :
SWIFT CODE/BIC :
BANK OFFICER :
TELEPHONE NUMBER :
FAX NUMBER :
CURRENCY :
AMOUNT :
-------------------------------------------SWIFT MESSAGE TEXT------------------------------------------
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AT THE REQUEST OF OUR CLIENT XXXxxxx FOR THE BENEFIT OF XXXXXXX, WE, BANK xxxxxx., WITH REGISTERED
ADDRESS…, HEREBY IRREVOCABLY AND CONDITIONALLY CONFIRM THAT WE PREPARED TO UNDERTAKE THE FOLLOWING:
(1) TO RECEIVE VIA DTC MT103 TRANSACTION INTO OUR CLIENT’S ABOVE-LISTED ACCOUNT €X,000,000,000.00 (XXX
XXXX EUROS); AND
(2) TO SWIFT TRANSFER A PRINCIPAL AMOUNT OF €XXX,000,000.00 (XXXXXX MILLION EUROS) WITHIN TEN (10)
BANKING DAYS TO THE BELOW-LISTED ACCOUNT AFTER SUCCESSFULLY RECEIVING AND AUTHENTICATING FUNDS
DELIVERED VIA DTC MT103 TRANSACTION TO OUR CLIENT’S ABOVE-LISTED ACCOUNT.
WE HEREBY CONFIRM, WITH FULL BANK RESPONSIBILITY THAT THE AMOUNT OF € XXX,000,000.00 (XXX MILLION EUROS)
ARE GOOD, UNENCUMBRED, CLEAN AND CLEARED FUNDS DERIVED FROM A LEGAL SOURCE AND WITHOUT ANY CRIMINAL
ANTECEDENTS
THE AUTHENTICITY AND VALIDITY OF THIS BANK CONFIRMATION CAN BE CONFIRMED BY RESPONSIBLE BANK INQUIRY, VIA
PHONE, FAX, E-MAIL AND/OR SWIFT COMMUNICATION.
PARTY A: PARTY B:
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PARTY A: PARTY B:
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PARTY A: PARTY B:
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PARTY A: PARTY B:
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PARTY A: PARTY B:
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EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY
PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:
1. INCORPORATE U.S.PUBLIC LAW 106-229, “ELECTRONIC SIGNATURE IN GLOBAL AND NATIONAL COMMERCE ACT” OR
SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001)
AND;
2. ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS
CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).;
3. 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.
PARTY A: PARTY B:
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