Professional Documents
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Mohammed Michael Arshad Doa Mt-103
Mohammed Michael Arshad Doa Mt-103
Mohammed Michael Arshad Doa Mt-103
BETWEEN
Sterling Oil and Gas Limited
5 Old Master Close
PARTY A / AS INVESTOR / SENDER
&
Financial co-operation agreement on delivery of cash funds for investments via SKY-REMIT.COM
online bank in amount of ONE HUNDRED MILLION DOLLARS - $ 100,000,000.00 with the possibility of
expansion with transfer in tranches, hereinafter referred to as agreement, is made and effective on
this date _____________ 2023 by and between the following parties:
The PARTY A - the SENDER / INVESTOR:
COMPANY NAME: Sterling Oil and Gas Limited
ADDRESS: 5 Old Master Close
REGISTER NUMBER: 12447261
REPRESENTED BY: MOHAMMED MICHAEL ARSHAD
PASSPORT NUMBER: 531575241
COUNTRY OF ISSUE: GBR
DATE OF ISSUE: 03/07/2015
DATE OF EXPIRY: 03/07/2025
Party A 1/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
And
The PARTY B - the RECEIVER / DEVELOPER:
COMPANY NAME:
ADDRESS:
REGISTER NUMBER:
REPRESENTED BY:
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT IBAN:
SWIFT NUMBER:
BANK OFFICER:
BANK OFFICER E-mail.:
WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HERE IN AFTER
REFERRED TO AS THE "PARTY A" OR THE “RECEIVER / DEVELOPER”
The Investor with full legal and corporate authority to sign this Agreement (hereinafter referred to
as Party-A and Receiver with full legal and corporate authority to sign this Agreement (hereinafter
referred to as Party — B) on the other hand, both to get here and individually here in after referred
to as the "Parties" conclude an agreement of such content, hereinafter referred to as the
"Agreement":
WHEREAS:
Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of
developing own investment projects contemplated herein for the mutual benefit only and not for
other purposes whatsoever.
Whereas both Parties hereto warrant that the currencies to be transacted, for making the
investments, are all good, clean and cleared funds of non-criminal origin, without any traces of
illegality or unlawfulness whatsoever.
Party A 2/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
Whereas each Party hereto declares that it is legally empowered, fully authorized to execute and
accept this agreement, as well as agrees to be bound by its terms and conditions under the penalty
and other consequences.
Whereas Investor through its SKY-REMIT.COM online bank, where the final agreements will be
lodged in and assigned to, confirms and warrants that it has the financial capacity of dollar funds and
euro funds to transact under this Agreement.
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 manure and government sanctions, if such appear. The parties
hereto shall not be liable for any failure to perform under the force manure provisions of the ICC,
Paris.
Whereas, The Parties hereto are desirous of entering into this Agreement for the purpose of
developing own and common investment in preparation and production of project documentation
and implementation and realization of projects in the field of agriculture for the production of
organic food, engagement of renewable energy sources, construction projects of special importance
and housing, development of information technology and humanitarian purposes in projects
contemplated herein for the mutual benefit only and not for other purposes whatsoever; and full
legal and corporate authority to sign this Agreement hereinafter referred to as Receiver or Project
Asset manager.
Whereas that the Parties have agreed, Receiver will make new investments and reinvestments
exclusively on the Investor's order, but not more than 50% together with the included costs for
associates and intermediaries, while the remaining 50% will be retained by Receiver for its projects,
costs and commission for associates and intermediaries.
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.
1. SUBJECT OF AGREEMENT:
In accordance with the provisions of this Agreement and general principles and regulations of the
management of the financial resources the Investor instructs, and the Developer undertakes to
manage investment plans accepted by parties and invested by Investor by this Agreement;
The Investor's financial resources made available to the Developer hereinafter referred to as the
"Investments";
According to the laws of and for execution of the Law of About the regime of foreign international
investing for two parties, the subject of this Agreement is a joint investment activity of the Partners,
which is not connected with creation of new legal entities, on the following directions: investments in
commercial sphere, social, innovative projects etc.;
The High Contracting "Parties", in order to strengthen bilateral friendly international relations are
intended to cooperate in the following make own projects at the expense of own funds and financial
opportunities as well as attracting involving partners:
Promoting involvement in the real economy, and private regional priority investment projects;
Promoting a balanced and sustainable growing system of financial support for projects and programs
in priority areas;
Party A 3/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
Minimizing investment and commercial risks involved in the implementation of projects. And also can
carry out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.
Party A 4/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
Provides Party B with all necessary legal, financial and other documents, related to the fulfilment
thereof;
Can invest money during validity of this Agreement according to the current legislation;
Carries out economic activity to fulfil own investment programs, makes debt liquidation on all kinds
of expenses, payment of commodities and services, got by each of the Parties, transfers facilities for
payment of salaries and other types of rewards, finance all kinds of charges;
Attracts other legal entities and individuals for realization of the investment programs under the
present Agreement;
Attracts investments and financial assets, including CASH and loan facilities of residents and not
residents aimed on execution of investment activity.
Party A 5/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
4.2.1Party-A & Party-B both sign & execute the Joint Venture Investment Agreement. This
Investment Agreement, which thereby automatically becomes a full commercial recourse contract.
4.2.2 The Party-A, delivers the first tranche of funds via SKY-REMIT.COM GPI SWIFT MT103 CASH
TRANSFER into receiver’s SKY-REMIT.COM Online bank than receiver withdraws to his/her common
account and the Party-A sends below documents to the Party-B’s.
✓ SWIFT Message Copy
✓ Screen Shot (black)
Party A 6/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
4.2.3. Within Five (5) banking days, the Party-B’s bank officer delivers “Bank Endorsed Payment
Guarantee Letter” (PGL) for current tranche to the Party-A’s Paymaster Bank officer via email. (Signed
and stamped manually with wet blue ink by two bank officers)
4.2.4. After The Party-A’s Paymaster bank officer confirmed the bank endorsed PGL, The Party-A will
send the UETR CODE, The Party-B's bank complete the transaction and is fully responsible for
blocking funds at the Party-B's account for full redistribution for re-investment purposes via SWIFT
MT103(T/T) full payment within three (3) banking days after transfer the funds of cash, according to
the conditions of the Agreement.
4.2.5. Within three (3) banking days the Party-B’s bank remits re-investment to the Party-A's and
Intermediaries nominated bank accounts on IMPDA and based on “Bank Endorsed Payment
Guarantee Letter” issued by the party-B’s bank. upon completion of the distribution of funds through
the bank wire transfers to the respective receiving beneficiary accounts stated in IMDPA, the Party-B
shall then send the transfer proof (copy SWIFT) via email to all beneficiaries.
4.2.6. Next tranche shall be repeated from article No.2.2 to No.2.5. All subsequent tranches will be
based on this procedure until collateral or funds become exhausted.
4.2.7. Any Unauthorized Bank Calls, Probes or Communications, Or an Improper Solicitation or
Disclosure Involving Any of The Banks Concerned in This Transaction Will Result Immediate
Cancellation of This Transaction and Subject the Violating Party to Damages.
5.1. NO WAY OF COMMUNICATION BETWEEN BANK OFFICERS IS ALLOWED BEFORE SIGNING AND
REGISTRATION OF THE AGREEMENT IN THE RECIPIENT'S BANK, AND AFTER REGISTRATION OF THE
AGREEMENT, THE ONLY WAY OF COMMUNICATION IS ON ACCORDANCE WITH THE AGREEMENT
PROCEDURE IS SWIFT. IF ANY PARTY FAILS TO COMPLY WITH THIS CLAUSE 5.1 THE AGREEMENT WILL
BE TERMINATED IMMEDIATELY CANCELLED AND PROCLAIMED INVALID.
7.1 In connection with present Agreement, the Parties will provide each other with the information
concerning the designated fiduciary banks originating in writing by each Party and is designated as
confidential which the Parties hereby agree to treat as “confidential information”. The Parties
understand and agree that any confidential information disclosed pursuant to this Agreement is
secret, proprietary and of great value to each Party which value may be impaired if the secrecy of
such information is not maintained.
7.2 The Parties further agree that they will take reasonable security measures to preserve and
Party A 7/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
protect the secrecy of such. “confidential information” and will hold such information in trust and
not to disclose such information, either directly or indirectly to any person or entity during the term
of this Agreement or any time following the expiration or termination hereof; provided, however,
that the Parties may disclose the confidential information to an assistant, agent or employee who
has agreed in writing to keep such information confidential and to whom disclosure is necessary for
the providing of services under this Agreement.
7.3 Separate introductions made through different intermediary chains may result in other
transactions between the Parties will not constitute a breach of confidential information, provided
such new chains were not created for purposes of circumvention of the first introducing chain. Copy
and paste signatures are not allowed.
7.4 Unauthorized bank communication: Neither Party is allowed to contact the bank of the other
Party without the written authorization for that of the Party whose bank is to be contacted. Any
unauthorized contact act of either Party of this Agreement is considered as a breach of this
Agreement and shall cause this Agreement immediate cancellation, and transaction becomes null
and void.
4 CODES OF IDENTIFICATION:
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.
5 COMMUNICATION:
Communication with banks will be limited to those between the Investor’s bank and Developer’s
bank and only by between authorized 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. 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.
6 VALIDITY:
Once this Agreement is signed by both Parties the transaction shall begin sooner, including Saturdays
and Sunday and any bank holidays.
7 FULL UNDERSTANDING:
The latest edition/signature of this Agreement, executed by each party in originals, represents the full
understanding between the Parties and supersedes all other undertakings, whether verbal or written.
All statements and representations are made without any omission of material fact and with full
corporate and legal responsibility under penalty of perjury.
The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decree or by virtue of any international regulations related to
bank confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutual consent
and agreement of both Parties to this commercial Agreement.
Party A 8/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this
Agreement shall be deemed original.
The commission payable under this Agreement is to be distributed in accordance with the Irrevocable
Fee Protection Agreement.
8 ASSIGNMENT:
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 assigner's full contact particulars.
9 TERM OF AGREEMENT:
This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of EC, Switzerland or any other member country of the European Union as it applies. And,
said law shall govern the interpretation, enforce ability, performance, execution, validity and any
other such matter of this Agreement, which shall remain in full force and effect until completion of
the said transaction and it is legally binding upon the Parties signatories, their heirs, successors and
assigns, agents, principals, attorneys and all associated partners involved in this
Agreement/contract/transaction.
Party A 9/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/002023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/0200
Date: ______________ 2023
With full legal, and corporate authority to sign this Agreement, the INVESTOR & PARTNER Agrees
on above conditions & append their signature as below in complete acceptance of above terms &
conditions
NOW, THEREFORE, it is agreed as follows:
WHEREAS, are individually known as Investor and Partner and jointly known as Parties; and
WHEREAS Investor is holding an account with cash funds to be transferred to Partner designated
account from one of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in
clause DETAILS OF TRANSACTION aiming at investments: and
WHEREAS Partner is ready, willing, and able to receive said cash funds into its designated account
from one of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause
DETAILS OF TRANSACTION and to execute the distribution and transfer of said received funds to
designated parties and bank accounts via SKY-REMIT.COM SWIFT MT103, in accordance with the
terms and
conditions in this Agreement: and
WHEREAS Partner has further made arrangement with a third party (hereinafter referred to as
Facilitator), to facilitate the execution of the said delivery of cash funds for investments and Partner
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 with the terms and
conditions in this Agreement.
The Parties hereto covenant and agree that each of them will execute such other and further
instruments and/or documents as may become reasonably necessary so as to effectuate the purpose
of this Agreement.
SIGNATURES:
Agreed and accepted by both Parties
This Master fee protection agreement covers the initial contract and sall include any renewals
,extensions,rollovers,additions or any new transfer contract any how originated from this
transaction because of the above intermediaries or changing codes of the initial contract entered
into between the reciver and seller .
This Master fee protection agreement and any subsequently issue pay orders shall be assignable
,transferable and divisible shall not be amended without the express written and notarized consent
of the receiving beneficiary .All parties agree neither to circumvent nor to attempt circumvent
either for the transaction of this current contract or in the future for period of five (3)years from
the date of the execution of this fee protection agreement. This document binds all parties ,their
employees, associatestransfers and assigness or designates.
All fazes and or emailed signatures shall be considered as original signatures for the purposes of
binding all parties to this agreement. This document may be signed&in any number of counterparts
all of which shall be taken together and shall constitute as being one &same instrument.
Any party may enter into this document and the agreement constituted thereby signing any
counterpart any time ,date or period mention in any provision of this document shall only be
amended by agreement in writing and signed off by the parties concerned.
furthermore ,we agree that any all commissions due shall be paid it the beneficiary as a result of
any extensions or rolls of the contract and that we shall effect all necessary documentation with
our bank without any undue delays to ensure such commissions and paid within the terms of the
agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non_enforceable provision of this document under the laws of any
jurisdiction shall not affect it's illegality, validity or enforceability under the law of any other
jurisdiction or provision.