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16.01 t Xo Gmbh Gjl Real Estate Gmbh Ip
16.01 t Xo Gmbh Gjl Real Estate Gmbh Ip
SERVER № KTR/1-112719/IP( hereinafter referred to as the “Agreement“) with the total volume of investments
€1,000,000,000.00 (Euro One Billion) with R&E in agreed tranches are into this date of November 27, 2019 by
and between the following parties:
THE COMPANY: T:XO GmbH, LEGAL ADDRESS: Am Buchbaum 12a, D-60437 Frankfurt am Main, THE PERSON
OF IT’S REPRESENTED BY DIRECTOR MR. Thomas Thie, PASSPORT № C5HMPCTVO (HEREINAFTER
REFERRED TO AS THE “INVESTOR” or ”PARTY A”):
SENDER'S INFORMATION:
COMPANY NAME:
COMPANY ADDRESS: Am Buchbaum 12a, D-60437 Frankfurt am Main
REPRESENTED BY: MR. THOMAS THIE, CEO / MR. NIKOLA JOVANOV, CEO
PASSPORT NO.: C5HMPCTVO
PLACE OF ISSUE: Germany
DATE OF ISSUE: 11.08.2015
DATE OF EXPIRY: 10.08.2025
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS; TAUNUSANLAGE 12, FRANKFURT AN MAIN, GERMANY
SWIFT CODE: DEUTDEBFRA
ACCOUNT NAME: T:XO GmbH
ACCOUNT NUMBER: 0023 3437 00
ACCOUNT IBAN: DE92 5007 0024 0023 3437 00
BANK OFFICER: Knut Michler
BANK PHONE: +49 69.910-22799
BANK OFFICER FAX: +49 69910-44255
AND
PARTY-B/SERVICE PROVIDER/RECEIVER:
THE COMPANY: GJL REAL ESTATE GmbH, REG. NUMBER: HRB 112846, LEGAL ADDRESS: KENNEDYALLEE
109, 60596 FRANKFURT, GERMANY, THE PERSON OF IT’S REPRESENTED BY DIRECTOR MR. GORDON
LASCHINGER, PASSPORT № HC 18434 (HEREINAFTER REFERRED TO AS THE “RECEIVER” OR “PARTY В”):
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG. NUMBER:
REPRESENTED BY:
PASSPORT NUMBER:
PASSPORT ISSUE DATE:
PASSPORT EXPIRY DATE:
COUNTRY OF ISSUE:
BANK INSTITUTION
CLIENT NAME
BIC / SWIFT CODE
BANK OFFICER NAME
CLEARING HOUSE CODE
GLOBAL SERVER IP
GLOBAL SERVER ID
IDENTITY CODE
UTFt
TRANSACTION CODE ID
REFERENCE NO.
COMMON ACCOUNT NO.
IDENTITY CODE
SORT CODE
RECEIVING SERVER IP
FARM
CLIENT NAME
USER NAME
WHEREAS, INDIVIDUALY KNOWN AS THE FIRST PARTY OR SENDER AND THE SECOND PARTY OR THE RECEIVER
AND JOINTLY KNOWN AS THE PARTIES AND THE SENDER IS HOLDING AN ACCOUNT AT DEUTSCHE BANK AG
WITH CASH FUNDS TO BE TRANSFERRED TO RECEIVER DESIGNATED ACCOUNT VIA IP/IP CODE SERVER
AIMING AT INVESTMENTS;
WHEREAS, THE RECEIVER IS READY, WILLING AND ABLE TO RECEIVE SAID CASH FUNDS INTO ITS
DESIGNATED ACCOUNT VIA IP/IP CODE SERVER AND TO EXECUTE DISTRIBUTION AND TRANSFER OF SAID
RECEIVED FUNDS TO DESIGNATED PARTIES AND BANK ACCOUNTS VIA SWIFT MESSAGE MT103/202, IN
ACCORDANCE TO TERMS AND CONDITIONS IN AGREEMENT;
FUND PROVIDER REPRESENTS AND WARRANTS THAT IT HAS FULL CORPORATE RESPONSIBILITY PERMISSION
TO ENTER INTO THIS AGREEMENT. IT HEREBY DECLARES UNDER PENALTY OF PERJURY THAT FUNDS ARE
GOOD, CLEAN, CLEAR, AND FREE OF NON- CRIMINAL ORIGIN, AND ARE FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES AND THIRD-PARTY INTEREST.
BY SIGNING AGREEMENT, FUNDS PROVIDER REPRESENTS AND WARRANTS THAT IT IS GIVING TO SERVICE
PROVIDER AND ITS DESIGNATED PARTIES, FULL DETAILS OF THE OPERATION, BANK DETAILS, PEOPLE DIRECT
CONTRACT DETAILS IN ORDER THAT SERVICE PROVIDER HAS FULL LEGAL AUTHORITY TO DOWNLOAD SAID
CASH FUNDS VIA IP/IP CODE SERVER AND TRANSFER CASH FUNDS VIA SWIFT MESSAGE MT103/202, AS PER
AGREED TERMS AND CONDITIONS IN THIS AGREEMENT.
AFTER FIRST TRANCHE HAS BEEN CONCLUDED, FURTHER TRANCHES WILL BE EXECUTED UNTIL FULL
AMOUNT STIPULATED IN AGREEMENT HAS BEEN REACHED AND EXHAUSTED. BOTH PARTIES WILL THEN
MUTUALLY DECIDE TO RENEW AGREEMENT AND COMMENCE ACCORDINGLY OR CEASE WORK TOGETHER.
BOTH PARTIES AGREE THAT INVESTING OF THE FUNDS WILL BE USED IN ANY LAWFUL PROJECTS
(a) Sender sends IPIP first trial of Euro €49,950,000.00 (Euro Forty-nine million nine hundred and fifty
thousands) with roll and extensions Sender sends screen shot and contract
(b) Receiver confirms receipt of funds.
(c) Receiver sends IMPFA with completed contract.
(d) Sender Bank confirms IMPFA Bank to Bank then sends final codes to download.
TRANSACTION PROCEDURE RULES: THE FOLLOWING PROCEDURE MUST BE STRICTLY ADHERED TO, AS WELL
AS AGREED, BY SENDER’S AND/OR THE RECEIVER TO WORK OUT TRANSACTION. THIS IS PROCEDURE THAT
MUST BE FOLLOWED:
THIS IS A BANK-TO-BANK, SCREEN-TO-SCREEN TRANSACTION ONLY. THERE WILL BE NO CONTACT WITH BANK
OR SENDER. NO FAXES, NO LETTERS, NO E-MAILS, NO TELEPHONE CALLS AND NO SWIFTS. ALL
COMMUNICATIONS WILL TAKE PLACE ON SERVER SCREENS ONLY. NO EXCEPTIONS.
NON-SOLICITATION: SERVICE PROVIDER HEREBY CONFIRMS AND DECLARES THAT FUNDS PROVIDER, 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 EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE NOT CAUSED BY EVENTS OR
CIRCUMSTANCE BEYOND CONTROL OF SUCH PARTY
REPRESENTATIONS AND WARRANTIES REPRESENTATIONS:
1. 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
AGREEMENT, TO PERFORM ITS OBLIGATIONS HEREUNDER AND TO CONDUCT BUSINESS OF PROGRAM AND
SUBSIDIARIES AGREEMENT CONSTITUTES LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
2. CONSENTS AND AUTHORITY. NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERN-MENTAL
AUTHORITY OR OTHER PERSON FOR IT TO ENTER INTO AGREEMENT. ALL ACTION ON PART OF SUCH PARTY
NECESSARY FOR AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION
OF TRANSACTIONS CONTEMPLATED HEREBY BY SUCH PARTY, HAVE BEEN DULY TAKEN.
3. NO CONFLICT. EXECUTION AND DELIVERY OF AGREEMENT BY IT AND CONSUMMATION OF TRANSACTIONS
CONTEM-PLATED HEREBY BY IT DO NOT CONFLICT WITH OR CONTRAVENE PROVISIONS OF ITS
ORGANIZATIONAL DOCUMENTS OR AGREEMENT OR INSTRUMENT BY WHICH IT OR ITS PROPERTIES OR
ASSETS ARE BOUND OR ANY LAW, REGULATION, ORDER OR DECREE TO WHICH IT OR ITS PROPERTIES OR
ASSETS ARE SUBJECT.
4. SERVICE PROVIDER. IT HAS BEEN AFFORDED OPPORTUNITY TO SEEK AND RELY UPON ADVICE OF ITS OWN
ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR IN CONNECTION WITH EXECUTION OF
AGREEMENT. BOTH PARTIES SHALL SO IN RESPECT OF EACH OTHER AND UNDER AGREEMENT WRITTEN
CONDITIONS.
SPECIFIC PERFORMANCE; OTHER RIGHTS: 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.
COUNTERPARTS: AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, ALL WHICH UNTERPARTS
HAVE BEEN SIGNED BY EACH OF PARTIES AND DELIVERED TO EACH OF THE OTHER PARTIES.
PARTIES HEREBY WAIVE AND AGREE NOT TO ASSERT IN ANY LITIGATION CONCERNING AGREEMENT DOCTRINE
OF FORUM NON-CONVENIENT. EVERY ATTEMPT SHALL BE MADE TO RESOLVE DISPUTES ARISING FROM
UNINTENDED OR INADVERTENT VIOLATION OF CONTRACTUAL AGREEMENT AS FAR AS POSSIBLE AMICABLY. IN
THE EVENT THAT ADJUDICATION IS REQUIRED, LOCAL LEGAL PROCESS SHALL BE PRECEDED WITH
ACCORDING TO PRINCIPAL OF ICC AS ABOVE INDICATED. WHERE JUDICIAL RESOLUTION IS NOT THEREBY
ACHIEVED, MATTER SHALL BE SETTLED BY ICC IT AND DECISION OF WHICH ALL PARTIES SHALL CONSIDER BE
FINAL AND BINDING. NO STATE COURT OF ANY NATION SHALL HAVE SUBJECT MATTER JURISDICTION OVER
MATTERS ARISING AGREEMENT.
NO RIGHTS OF THIRD PARTIES: AGREEMENT IS MADE SOLELY AND SPECIFICALLY BETWEEN AND FOR BENEFIT
OF THE PARTIES HERETO AND THEIR RESPECTIVE MEMBERS, SUCCESSORS AND ASSIGNS SUBJECT TO
EXPRESS PROVISIONS HEREOF RELATING TO SUCCESSORS AND ASSIGNS, AND NO OTHER PERSON
WHATSOEVER SHALL HAVE ANY RIGHTS, INTEREST, OR CLAIMS HEREUNDER OR BE ENTITLED TO ANY
BENEFITS UNDER OR ON ACCOUNT OF AGREEMENT AS A THIRD-PARTY BENEFICIARY OR OTHERWISE.
SURVIVAL: COVENANTS CONTAINED IN THIS AGREEMENT WHICH, BY THEIR TERMS, REQUIRE PERFORMANCE
AFTER EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL BE ENFORCEABLE NOTWITHSTANDING THE
EXPIRATION OR OTHER TERMINATION OF THIS AGREEMENT.
FURTHER MORE WE, UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY
AND FRAUD THAT INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND TRUE, AND BY AFFIXING OUR
SIGNATURES/INITIALS/SEALS TO AGREEMENT, WE ATTEST THAT OUR RESPECTIVE BANK OFFICERS ARE FULLY
AWARE, HAVE APPROVED AND ARE READY PROCEED WITH TRANSACTION.
BY AFFIRMING THEIR SIGNATURE ON THIS PAGE BOTH PARTY-A AND PARTY-B WILL DEEM THIS AGREEMENT AS
LEGALLY BINDING AND ENFORCEABLE DATE:
27 November 2019:
FOR AND ON BEHALF OF THE PARTY- “A” FOR AND ON BEHALF OF THE PARTY-“B”
T:XO GmbH
INVESTOR: MR. THOMAS THIE RECEIVER:
11.08.2015
PASSPORT ISSUE DATE: PASSPORT ISSUE DATE:
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND
CERTIFIED*. PDF FORMAT
27 November 2019:
FOR AND ON BEHALF OF THE PARTY- “A” FOR AND ON BEHALF OF THE PARTY-“B”
T:XO GmbH
INVESTOR
C5HMPCTVO
PASSPORT NUMBER: PASSPORT NUMBER:
11.08.2015
PASSPORT ISSUE DATE: PASSPORT ISSUE DATE:
1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract. As applicable, this agreement shall be: Incorporate U.S. Public Law 106-229, ‘‘Electronic
Signatures in Global & National Commerce Act’’ or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001)
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.
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