Professional Documents
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Hereinafter referred to as the “Investor” Party-A, on the one hand, And Company:
COMPANY NAME: KONYA CAPITAL LTD
COMPANY ADDRESS: TORTOLA PIER PARK, BUILDING 1, WICKHAMS CAY 1, 2 ND
FLOOR, ROAD TOWN, BVI
COMPANY REG. NUMBER: 1984186
REPRESENTED BY: KARTIKA DERMAWAN OEN
IDENTITY CARD NUMBER: X1130336
DATE OF ISSUE: 15.09.2020
DATE OF EXPIRY: 15.09.2025
ISSUED PLACE: INDONESIA
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: ONE RAFFLES QUAY, SOUTH TOWER #17, SINGAPORE
ACCOUNT NAME: KONYA CAPITAL LTD
ACCOUNT NUMBER.: 7511215
SWIFT CODE: DEUTSGSG
BANK OFFICER NAME : Steven Khan
PREAMBLE:
WHEREAS, the INVESTOR is entitled and is ready and able to invest funds into various
investment projects and the DEVELOPER is ready and able to receive and to accept
these Investment funds for the development of the herein named project plus others with
good, clean, cleared and of non-criminal origins EURO under the guidelines set forth
herein.
WHEREAS the Parties hereto with full corporate responsibility, under the penalty of perjury,
declare that they will upon the execution of this Agreement complete the transaction
contemplated herein, except on circumstances of force majeure and government
sanctions, if such appear. The parties hereto shall not be liable for any failure to perform
under the “force majeure” provisions of the ICC, Paris.
WHEREAS both Parties herein agree that each party has the full right to use and choose
whatever company more suitable to carry out this assignment, to successfully complete
the present transaction.
NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained in this Agreement, and for the other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. MATTER OF AGREEMENT:
Under present Agreement Parties have agreed that Investor agrees to invest to the
Developer’s projects the sum, specified in the p.3.1. of the present Agreement for the
purpose specified in p.2 of present Agreement (further Investment), and Developer
irrevocably agrees to receive and accept Investment and utilize it according to
purposes specified in 2.1 and ANNEX 1 of the present Agreement.
3. CONDITIONS OF INVESTMENT:
3.1. Investor/Party A is planning to transfer by the SWIFT MT-103 direct cash transfer/TT
the total amount of €300,000,000.00 (three hundred Million Euro). That sum will be
transferred by following tranches to the Party B’s account:
3.2. First tranche of Investment under the present Agreement 9,870,000.00 (nine million
eight hundred seventy thousand EURO), followed by further tranches will be from Euro
per tranche, if no other agreed. Investor has no right to claim transferred investment
amount back from the Developer under no circumstances and also has no right for any
indemnification in regards of the interests or lost profit. Investment is interest free.
Investment will be made by clear money funds of non-criminal origin, free of liens and
encumbrances.
3.3. Developer bears full responsibility for appropriate utilization of the Investment. Terms
of fulfillment and utilizing of the investment funds are not to be scheduled and are to be
defined based on sensible terms for fulfillment of the projects. Developer has notified the
Investor about his Project and Investor has approved and accepted the Project.
4. TRANSACTION PROCEDURES:
4.1. Party-A and Party-B both sign and execute the Joint Venture Investment
Agreement.;
4.2. This Investment Agreement, which thereby shall automatically become a full
commercial recourse contract.
4.3. The Parties will lodge a copy of this executed Agreement into their respective banks
for due compliance, if necessary.
4.4. Sender banking officer shall issue a “RWA” via SWIFT MT 199 to Receiver Banking
Officer advising on intention of transmitting SWIT 103 DIRECT CASH TRANSFER /TT and
request the receiving bank if they are Ready, Willing and Able (RWA) to receive such
kind of funds.
including credit and loan facilities of residents and not residents aimed on execution of
investment activity.
6.3 Can invest money during validity of this Agreement according to the current
legislation
6.3.1 Can invest additional investments during the validity period of the present
Agreement, and also can carry out reinvestment in primary investment projects and
other investment and reinvestment objects.
8. NON-CIRCUMVENTION:
Both Parties herby agree that they will not circumvent each other, under any
circumstances. In the event of circumvention of this Agreement by one Party, directly
or indirectly, the other Party shall be entitled to a legal monetary penalty equal to the
maximum service and revenue it may realize from such a transaction plus any and all
expenses, including but not limited to, all legal costs and expenses incurred to recover
the lost revenue.
9. CODES OF IDENTIFICATION:
9.1. The Parties agree that all documents related to the transactions bear the codes
listed on page 01 of this Agreement and that the said codes remain unchangeable
within this Agreement duration, including all rollovers, extensions and additions.
10. COMMUNICATION:
10.1. Communication with banks will be limited to those between the Investor’s bank
and Developer’s bank and only by between bank officers/representatives, including
principals of the Investor and the Developer, in the course of completion of this
transaction. No communication by any other party is permitted without prior written
consent of the named account holders.
10.2. Any notice to be given hereunder from either Party to the other shall be in writing
and shall be delivered by fax to the telefax number or by e-mail-to-e-mail address of the
respective Party as provided herein. The Parties agree that acknowledged e-mail or
telefax copies are treated as legally binding original documents. E-mail copies, scanned
and sent on e-mail as photo, of this Agreement and exchange of correspondence duly
signed and/or executed shall be deemed to be original and shall be binding and are
regarded as original and good for any legal purpose.
10.3. EDT- Electronic Document Transmittal & Counterparts: This Agreement may be
executed in multiple copies at different times and places, each being considered an
original and binding. All facsimile /electronic transmittal/communications, including
electronic signature, relating to this Agreement and which are mutually accepted by
the Parties, shall be deemed legally binding and enforceable documents for the
duration of the transaction. And as applicable, this Agreement shall: Incorporated 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 Signature
(2001);
Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nation Center for Trade Facilitation and Electronic Business (UN/CEFACT);
All electronically submitted documents shall be subject to the European Community
Directive No.95/46/EEC, as applicable.
11.VALIDITY:
11.1. Once this Agreement is signed by both Parties the transaction shall begin within
three (3) banking days or sooner, excluding Saturdays and Sunday and any bank
holidays.
13. ASSIGNMENT:
13.1. Each Party to this Agreement may assign this Agreement or its total or partial
performance hereof to any other company, which assumes the obligations of the
assigning party under the terms of the assignment. Formal notice of the assignment shall
be rendered to the other party to this Agreement expressly indicating there on the
assignee's full contact particulars.
15.3. The Parties hereto acknowledge and agree that any discrepancy and/or dispute
in application of this Agreement will be solved amicably. If it is not possible, the
arbitration procedure is to be followed.
15.4. This Agreement is intended to be performed in accordance with, and only to the
extent permitted by all applicable laws of jurisdiction, ordinances, rules and regulations.
If any provision of this Agreement be considered invalid or unenforceable, then, the
reminder part of this Agreement shall not be affected (if agreeable by both Parties) and
shall be enforced to the greatest extend permitted by law.
16. MISCELLANEOUS:
16.1. Entire Agreement:
This Agreement and all Appendices to it constitute the entire agreement between the
parties and supersedes any previous agreement between the parties relating to the
subject matter of this Agreement. General terms and conditions of any of the Parties do
not apply.
16.2. Amendments:
This Agreement may not be amended or modified or any provision thereof waived
except by an instrument in writing signed by all Parties.
16.3. Severability:
The invalidity of individual provisions in this Agreement will not result in the entire
Agreement being invalid. An invalid provision will be deemed to have been replaced
by a valid provision which comes as close as possible to achieving the commercial
purpose of the invalid provision.
17. NON-SOLICITATION:
The Developer hereby confirms and declares that the Investor, its associates or
representatives or any person or persons on its behalf has/have never ever solicited the
Developer, its shareholders or associates or representatives in any way whatsoever that
can be construed as a solicitation for this transaction or for future transactions.
18. COUNTERPARTS:
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement.
The term “Beyond the Control of Such Party “Include Lawful order of Government or
Authority, Act of War, Rebellion o Sabotage, Fire, 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.
22. SIGNATURES:
This Agreement is read, approved and signed in all pages by both Parties in two (2)
copies, by one (1) copy for each of the Parties, at this date: июнь 24, 2022