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Doa 71B DB Bni

This document is a partnership agreement between Kellcor Investment GmbH and PT. Emas Putih Global for the delivery of €71 billion in cash funds via SWIFT MT 103 wire transfer for investment purposes. It outlines the roles, responsibilities, and obligations of both parties, including the investment amount, transfer procedures, and legal assurances regarding the source of funds. The agreement becomes effective on December 4, 2023, and includes provisions for the management and distribution of the investment funds.
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0% found this document useful (0 votes)
1K views9 pages

Doa 71B DB Bni

This document is a partnership agreement between Kellcor Investment GmbH and PT. Emas Putih Global for the delivery of €71 billion in cash funds via SWIFT MT 103 wire transfer for investment purposes. It outlines the roles, responsibilities, and obligations of both parties, including the investment amount, transfer procedures, and legal assurances regarding the source of funds. The agreement becomes effective on December 4, 2023, and includes provisions for the management and distribution of the investment funds.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS

VIA SWIFT MT 103 CASH WIRE TRANSFER


AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

PARTNERSHIP AGREEMENT FOR DELIVERY OF


CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423

BY AND BETWEEN

KELLCOR INVESTMENT GMBH


&
PT.EMAS PUTIH GLOBAL

DATE: DECEMBER 4TH, 2023

PARTY “A” INITIALS PAGE 1 OF 9 PARTY “B” INITIALS


PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

THIS PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS VIA SWIFT MT 103 WIRE CASH
TRANSFER ON DELIVERY OF CASH FUNDS WITH AGREEMENT N°:DEUT/BNI/71B/120423, SIGNED ON DECEMBER 4TH,
2023, FOR INVESTMENT (HEREINAFTER REFERRED TO AS AGREEMENT) BECOMES LEGALLY EFFECTIVE ON THE
ABOVE- MENTIONED DATE, WHICH IS ENTERED INTO BY AND BETWEEN THE FOLLOWING PARTIES:

WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HEREINAFTER REFERRED TO AS THE
"PARTY A" OR THE “SENDER” OR THE”INVESTOR”

COMPANY NAME: KELLCOR INVESTMENT GMBH


COMPANY ADDRESS: MORGARTENSTRASSE 3 - LUZERN - SWITZERLAND
COMPANY REG.N°: CH-100.4.802.430-2
SIGNATORY NAME: Mr. Dr. HERBERT KELLER
CITIZENSHIP: SWITZERLAND
PASSPORT NUMBER: X5769444
DATE OF ISSUANCE: 26.04.2019
DATE OF EXPIRY: 26.04.2029
INVESTOR / SENDER BANK DETAILS
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12 - 60254 FRANKFURT AM MAIN - GERMANY
ACCOUNT NAME: KELLCOR INVESTMENT GMBH
ACCOUNT NUMBER: 0920009870
IBAN: DE43500700100927361600
BIC / SWIFT CODE: DEUTDEFF
BANK OFFICER NAME: Mr. OLE MATTHIESSEN
BANK OFFICER PHONE N°: +49 69 910-00 / +49 910-34225

AND, WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HEREINAFTER REFERRED TO AS
THE "PARTY B" OR THE “RECEIVER” OR THE “TRUSTEE”

COMPANY NAME: PT.EMAS PUTIH GLOBAL


JL. KAPUAS II / 22 PERUMNAS TANJUNG KARANG PERM PROVINSI NUSA –
COMPANY ADDRESS:
TENGGARA BARAT – REPUBLIK INDONESIA.
REGISTRATION NUMBER: 190 422 0030 817
REPRESENTED BY: Mr. EFENDI ANDUNG ABDURRAHIM
PASSPORT NUMBER: C7192860
DATE OF ISSUANCE: 06/01/2021
DATE OF EXPIRATION: 06/01/2026
COUNTRY: INDONESIA
BANK DETAILS OF PARTY-B / RECEIVER
BANK NAME : PT. BANK NEGARA INDONESIA (PERSERO) TBK
BANK ADDRESS: JL.LANGKO N°:64 – MATARAM PROVINSI – NUSA TENGGARA BARAT –INDONESIA
BANK SWIFT CODE: BNINIDJAXXX
ACCOUNT NAME: PT.EMAS PUTIH GLOBAL
ACCOUNT IBAN N°: BNI 7100 00000 8523 601 28
BANK OFFICER NAME: TBA
BANK OFFICER EMAIL: TBA

PARTY “A” INITIALS PAGE 2 OF 9 PARTY “B” INITIALS


PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

HERE IN AFTER BOTH PARTIES ARE JOINTLY REFERRED TO AS “THE PARTIES”

WHEREAS THE INVESTOR IS ENTITLED AND IS READY AND ABLE TO INVEST GOOD, CLEAN, CLEAR, AND OF NON-
CRIMINAL ORIGIN FUNDS INTO VARIOUS PROJECTS AND THE TRUSTEE IS READY AND ABLE TO RECEIVE AND TO
ACCEPT THESE INVESTMENT FUNDS IN EUR FOR THE USE OF PROJECTS UNDER THE GUIDELINES SET FORTH
HEREIN.

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. SUBJECT AND PURPOSE OF AGREEMENT

1.1. UNDER THE PRESENT AGREEMENT PARTIES HAVE AGREED THAT INVESTOR IS WILLING TO INVEST VIA
SWIFT MT 103 WIRE CASH TRANSFER TO THE ABOVE-NAMED TRUSTEE IN THE AMOUNT OF € 71.000.000.000,00
(SEVENTY ONE BILLION EURO).

TOTAL TO BE DETERMINED BY BOTH PARTIES. INVESTMENT TRANCHES, TO BE AGREED ADDITIONALLY, FOR THE
PURPOSE SPECIFIED IN THE §. 2.1 OF THE PRESENT AGREEMENT, AND TRUSTEE IRREVOCABLY AGREES TO
RECEIVE AND ACCEPT INVESTMENT AND UTILIZE IT ACCORDING TO THE PURPOSES SPECIFIED IN THE 2.1. AND THE
PROCEDURE OF THE PRESENT AGREEMENT.

1.2. PLACES OF BUSINESS - AS THE PARTNER MAY LOCATE ITS PLACE OR PLACES OF BUSINESS AT ANY PLACE OR
PLACES AS HE MUST DETERMINE AND IDENTIFY TO THE INVESTOR.

THE INITIAL PLACES OF BUSINESS SHALL BE AT ITS PRINCIPAL OFFICE LOCATION.

1.3. TRUSTEE SHALL HAVE FULL POWER AND AUTHORITY TO SUPERVISE AND DIRECT THE INVESTMENT
FUNDS, INCLUDING THE POWER AND AUTHORITY TO EFFECT TRANSACTIONS IN ANY PROJECT, CONSTRUCTION,
RESEARCH, TECHNOLOGY, INFRASTRUCTURE, AND OTHERS IN THE AMOUNT OF UP TO FIFTY PERCENT OF
INVESTMENT FUNDS.

1.4. FORTY PERCENT OF THE INVESTMENT FUNDS THE TRUSTEE IS OBLIGATED TO INVEST AS PER
PREFERENCES, APPROVAL AND AS PER ORDER OF THE INVESTOR.

2. CAPITAL CONTRIBUTION

2.1. THE INVESTOR GRANTS INVESTMENT UNDER THE PROCEDURE OF THE PRESENT AGREEMENT TO THE
TRUSTEE FOR RE- DISTRIBUTION AND FINANCING OF FUTURE’S PROJECTS.

2.2. INVESTOR HEREBY WARRANTS AND ASSURES TO TRUSTEE UNDER PENALTY OF PERJURY THAT THE
INVESTMENT FUNDS ARE DERIVED FROM LEGAL SOURCES AND NOT FROM ANY OTHER CRIMINAL ACTIVITY.
FURTHER, THE INVESTOR WARRANTS AND CONFIRMS THAT THE FUND ARE GOOD, М0, CLEAN, AND CLEARED, OF
NON-CRIMINAL OR TERRORIST ORIGIN AND TOTALLY FREE OF ANY ENCUMBRANCES, COSTS, CHARGES, LIENS,
LITIGATION, MORTGAGES, TAXES OF ANY KIND OR NATURE WHATSOEVER.

2.3. INVESTOR HEREBY IRREVOCABLY AGREES TO TRANSFER THE TOTAL SUM OF € 71.000.000.000,00 (SEVENTU
ONE BILLION EURO) VIA SWIFT MT 103 WIRE CASH TRANSFER, AND THE PARTIES AGREED THAT THE FIRST
TRANCHE WOULD BE IN AMOUNT OF € 49.000.000,00 (FORTY NINE MILLION EURO) AND THE TRANCHES OF THE
INVESTMENT FUNDS TO BE TRANSFERRED TO THE PARTNER BANK ACCOUNTS DETAILS DESIGNATED HEREIN.

2.4. THE FULL AMOUNT WILL BE TRANSFERRED IN ONE, TWO OR MORE AGREE TRANCHES.

THE TIME OF TRANSFER OF EACH TRANCHE MUST BE AGREED SEPARATELY.

2.5. EACH TRANCHE OF INVESTMENT UNDER THE PRESENT AGREEMENT WILL BE TRANSFERRED TO THE
ABOVE STATED BANK ACCOUNTS OF THE TRUSTEE VIA SWIFT MT 103 WIRE CASH TRANSFER FROM THE
INVESTOR’S BANK.

2.6. THE TRUSTEE WILL MANAGE THE INVESTMENTS FUNDS ON BEHALF OF INVESTOR AS THE TERMS OF THIS
AGREEMENT.

2.7. AFTER EACH TRANSFER OF FUNDS INTO EACH SEPARATE INVESTOR´S PROJECTS, THE TRUSTEE
IMMEDIATELY PROVIDES A STATEMENT OF HIS ACCOUNT TO THE INVESTOR TO VERIFY THE ACCEPTANCE OF THE
FUNDS FOR THE INVESTMENT.
PARTY “A” INITIALS PAGE 3 OF 9 PARTY “B” INITIALS
PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

THE INVESTOR IRREVOCABLY UNDERTAKES TO:

3.1. GRANT TO THE TRUSTEE INVESTMENT IN AMOUNT AND ON CONDITIONS SPECIFIED ABOVE AND IF IT
NECESSARY IN THE APPENDIXES OF THE PRESENT AGREEMENT.

3.2. MAKE TRANSFER OF INVESTMENT FROM CLEAN AND CLEAR CASH FUNDS OF NON-CRIMINAL ORIGIN, FREE
OF LIENS AND ENCUMBRANCES VIA SWIFT MT 103 WIRE CASH TRANSFER.

3.3. CONTROL THE USAGE OF INVESTMENT FUNDS.

3.4. WITH THE TRANSFER OF THE INVESTMENT FUNDS INTO THE RECEIVING BANK ACCOUNT DETERMINED BY
TRUSTEE AND THE PROVISION OF THE SECURITY PASS CODES IN EACH SEPARATE TRANCHE, THE OBLIGATIONS OF
THE INVESTOR UNDER THIS CONTRACT ARE CONSIDERED FULFILLED.

THE PARTNER IRREVOCABLY UNDERTAKES TO:

3.5. TO PROVIDE THE CONTRACT TO THE TRUSTEE'S BANK AND TO ORGANIZE THE UNIMPEDED RECEIPT OF THE
INVESTMENT FUNDS.

3.6. RECEIVE AND ACCEPT INVESTMENT SENT BY THE INVESTOR IN ACCORDANCE WITH THE TERMS OF PRESENT
AGREEMENT.

3.7. TO UTILIZE INVESTMENT ACCORDING TO THE CONDITIONS OF GRANTING OF THE INVESTMENT AND TO
EXECUTE THE RE- DISTRIBUTION OF THE FUNDS BY SENDING THEIR TO THE INVESTOR'S DESIGNATED ACCOUNTS
FOR FUTURE INVESTMENT.

3.8. IN ANY AND EVERY CASE, DO NOT USE DIRECTLY OR INDIRECTLY THE INVESTMENT FUNDS FOR ALL AND
ANY ILLEGAL ACTIVITY, INCLUDING BUT NOT LIMITED TO WEAPONS AND WARFARE TRADE, ILLEGAL DRUG
TRADE, CRIMINAL AND/OR TERRORISTIC ACTIVITY, SLAVERY, PIRACY ETC.

4. TRANSACTION DETAILS

CURRENCY EURO

TYPE OF FUNDS M0 ON-LEDGER CASH FUNDS

TYPE OF TRANSFER SWIFT MT 103 WIRE CASH TRANSFER

TOTAL AMOUNT € 71.000.000.000,00 (SEVENTY ONE BILLION EURO) WITH R&E

FIRST TRANCHE € 49.000.000,00(FORTY NINE MILLION EURO)

CONSECUTIVE TRANCHES TBA

RATIOS FOR SENDER & TEAM: 40 % + 10 %

RATIOS FOR RECEIVER & TEAM: 40 % + 10 %

INVESTOR’S BANK NAME DEUTSCHE BANK AG

BANK ADDRESS FRANKFURT AM MAIN 60254 TAUNUSANLAGE 12 GERMANY

DISBURSEMENT METHOD SWIFT MT103 / WIRE TRANSFER (SAME DAY SETTLEMENT)

DISBURSEMENT ALLOCATION AS PER SEPARATE PAYMENT GUARANTEE LETTER (PGL)

PARTY “A” INITIALS PAGE 4 OF 9 PARTY “B” INITIALS


PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

5. TRANSACTION PROCEDURE

5.1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS PARTNERSHIP AGREEMENT WHICH THEREBY
AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT.

5.2. RECEIVER’S BANK OFFICER REGISTERS THE TRANSACTION CODE OF THE PARTNERSHIP AGREEMENT ON
THE SYSTEM.

5.3. (OPTIONAL) SENDER’S BANK OFFICER CONTACTS RECEIVER’S BANK OFFICER, TO VERIFY THE AGREEMENT,
AND READINESS TO START WITH THE TRANSACTION AND TO DISCUSS THE TRANCHES.

AFTER THE SUCCESSFUL COMMUNICATION BETWEEN BOTH BANK OFFICERS, THE TRANSACTION STARTS.

5.4. SENDER PERFORMS BOOK TRANSFER OF THE CASH FUNDS FROM SENDER’S ACCOUNT IN THE AGREED FIRST
TRANCHE AMOUNT TO PARTY-B/RECEIVER’S ACCOUNT VIA SWIFT MT 103 WIRE CASH TRANSFER BETWEEN BOTH
PARTIES’ BANK OFFICERS (AS AGREED BETWEEN BOTH BANK OFFICERS).

5.5. WITHIN 48 BANKING HOURS THE RECEIVER DISTRIBUTES AND CONVERTS THE FUNDS AS PER THE SIGNED
AND CONFIRMED PAYMENT GUARANTEE LETTERS TO THE CRYPTOCURRENCY WALLETS IN ACCORDANCE WITH
PAYMENT CONDITIONS DESIGNATED AS PER THE TERMS OF THIS AGREEMENT.

FUNDS WILL BE RELEASED UPON NOTARIZED PGL, CONFIRMED WITH SENDER.

5.6. ALL FOLLOWING TRANCHES WILL BE EXECUTED UNDER THE SAME PROCEDURE

6. NON-SOLICITATION

6.1. THE TRUSTEE HEREBY CONFIRMS AND DECLARES THAT THE INVESTOR (SENDER), ITS SHAREHOLDERS,
ASSOCIATES, REPRESENTATIVES, ANY PERSON, OR PERSONS ON ITS BEHALF, HAVE NEVER SOLICITED HIM, ITS
SHAREHOLDERS, ASSOCIATES AND REPRESENTATIVES IN ANY WAY WHATSOEVER THAT CAN BE CONSTRUED AS A
SOLICITATION FOR THIS OR ANY FUTURE TRANSACTION.

6.2. ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS
UNDER THIS AGREEMENT SHALL CONSTITUTE A BREACH HERE UNDER AND WILL GIVE RISE TO CLAIMS FOR
DAMAGES IF, AND TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE NOT CAUSED BY AN
EVENT OF FORCE MAJEURE CIRCUMSTANCE BEYOND THE CONTROL OF SUCH PARTY.

6.3. THE TERM OF "BEYOND THE CONTROL OF SUCH PARTY”, INCLUDE ACT OF WAR, REBELLION, FIRE, FLOOD,
EARTHQUAKE AND OTHER NATURAL DISASTERS, OR ANY OTHER CAUSE NOT WITHIN THE CONTROL OF SUCH
PARTY OR WHICH IS BY EXERCISE OF REASONABLE DILIGENCE THE PARTY IS UNABLE TO FORESEE OR PREVENT
OR REMEDY.

7. REPRESENTATIONS AND WARRANTIES

7.1. REPRESENTATIONS, ORGANIZATION:

EACH PARTY 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 HERE UNDER AND CONDUCT THE PRESENT BUSINESS OF THE INVESTMENT
PROGRAM AND TO DEVELOP PROJECTS AS MUTUALLY AGREED HEREIN.

7.2. ENFORCE ABILITY:

THIS AGREEMENT CONSTITUTES THE LEGAL, VALID, AND BINDING OBLIGATION OF SUCH PARTY ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.

7.3. PARTY-B / PARTNER’S STATEMENT:

PARTY-B (RECEIVER) HEREBY IRREVOCABLY CONFIRMS AND GUARANTEES WITH FULL CORPORATE, PERSONAL,
AND LEGAL RESPONSIBILITY UNDER PENALTY OF PERJURY, THAT HAVE ALREADY ALL THE NEEDED
AUTHORIZATIONS OF RECEIVER COUNTRY BANKING AND MONETARY AND GOVERNMENTAL AUTHORITIES TO
PERFORM AS QUALIFIED GENERAL TENDER DEVELOPER FOR THIS COMMITMENT CONTRACTUAL TRANSACTION.

7.4. CONSENTS AND AUTHORITY:


NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON FOR IT
TO ENTER INTO THIS AGREEMENT.
PARTY “A” INITIALS PAGE 5 OF 9 PARTY “B” INITIALS
PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

ALL ACTIONS 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 AND GRANTED.

7.5. 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 NOR CONTRAVENE THE PROVISIONS OF ITS
ORGANIZATIONAL DOCUMENTS, NOR ANY OTHER AGREEMENT OR INSTRUMENT BY WHICH IT OR ITS PROPERTIES
OR ASSETS ARE BOUND BY ANY LAW, RULE, REGULATION, ORDER, OR DECREE TO WHICH IT OR ITS PROPERTIES
OR ASSETS ARE-SUBJECT.

7.6. PARTIES AFFIDAVIT:

BOTH PARTIES CONFIRM THAT THEY HAVE BEEN AFFORDED THE OPPORTUNITY TO SEEK AND RELY UPON THE
ADVICE OF ITS/THEIR OWN ATTORNEYS, ACCOUNTANTS, AND OTHER PROFESSIONAL ADVISERS IN CONNECTION
WITH THE EXECUTION OF THIS AGREEMENT.

IN ADDITION, BOTH PARTIES UNDERSTAND AND ACCEPT THE WHOLE CONTENT OF THE PRESENT AGREEMENT AND
SHALL HONOR ITS WRITTEN CONDITIONS.

8. MISCELLANEOUS NOTICE(S) AND WARRANTIES

MODIFICATIONS, AMENDMENTS, ADDENDUMS AND/OR EXTENSIONS TO THE PRESENT TRANSACTION/CONTRACT, IF


ANY, SHALL BE EXECUTED BY THE TWO (2) AUTHORIZED SIGNATORY PARTIES, RESPECTIVELY.

SUCH DOCUMENT/AGREEMENT, WHEN SIGNED AND REFERENCED TO THIS AGREEMENT, WHETHER RECEIVED BY
MAIL OR FACSIMILE TRANSMISSION, AS WELL AS ALL AND ANY FACSIMILE, E- MAIL OR PHOTOCOPIES OF THE
TRUE ORIGINAL DOCUMENTS CERTIFIED BY BOTH PARTIES HERETO AND/OR PUBLIC NOTARY, SHALL BE
CONSIDERED AS AN ORIGINAL, BOTH LEGALLY BINDING AND ENFORCEABLE FOR THE TERM OF THIS AGREEMENT.

9. SPECIFIC PERFORMANCE AND 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.

10. PRIOR AGREEMENTS, CONSTRUCTION AND ENTIRE AGREEMENT

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.

11. AMENDMENTS

THIS AGREEMENT MAY NOT BE AMENDED, ALTERED, OR MODIFIED EXCEPT UPON THE UNANIMOUS BY
INSTRUMENT IN WRITING AND SIGNED BY EACH OF SENDER AND RECEIVER

12. 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.

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” INITIALS PAGE 6 OF 9 PARTY “B” INITIALS


PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

13. 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 OTHER PARTIES.

14. APPLICABLE LAW AND JURISDICTION

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF LONDON,
ENGLAND.

THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION OF LONDON, ENGLAND SHALL BE PRECEDED WITH THE
ACCORDING TO THE PRINCIPAL OF THE ICC, WITH ANY CIVIL ACTION CONCERNING ANY CONTROVERSY, DISPUTE OR
CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OTHER AGREEMENT CONTEMPLATED BY, OR
OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR THE BREACH HEREOF, UNLESS SUCH COURT WOULD NOT
HAVE SUBJECT MATTER JURISDICTION THEREOF, IN WHICH EVENT THE PARTIES CONSENT TO THE JURISDICTION
OF THE ICC AS ABOVE INDICATED.

THE PARTIES HEREBY WAIVE AND AGREE NOT TO ASSERT IN ANY LITIGATION CONCERNING THIS AGREEMENT
THE DOCTRINE OF FORUM NON-CONVENIENT.

15. TAXES

ALL RE-DISTRIBUTION PAYMENTS TO BE MADE BY PAY OR SHALL BE ALL EXEMPT AND FREE OF ANY TAXES, AND
ALL TAXES SHALL BE THE SOLE RESPONSIBILITY OF THE PAY OR ONLY.

16. WAIVER OF JURY TRIAL

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.

17. ARBITRATION

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 ALL 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.

18. 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.

19. HEADINGS

HEADINGS ARE INCLUDED SOLELY FOR CONVENIENCE OF REFERENCE AND IF THERE IS ANY CONFLICT BETWEEN
HEADINGS AND THE TEXT OF THIS AGREEMENT, THE TEXT SHALL CONTROL.

20. CURRENCY

ANY EXCHANGE OF FUNDS BETWEEN INVESTOR AND PARTNER SHALL BE MADE IN THE SAME CURRENCY IN
WHICH THE SENDER TRANSFERRED THE INVESTMENT FUNDS.

IN ADDITION, ALL CALCULATIONS, AND PROCEDURES PURSUANT TO THIS AGREEMENT, AND ANY JOINT VENTURE
AGREEMENT DIRECTLY OR INDIRECTLY RELATED TO THIS TRANSACTION, SHALL BE BASED ON ICC REGULATIONS
IN LONDON, ENGLAND.

PARTY “A” INITIALS PAGE 7 OF 9 PARTY “B” INITIALS


PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)


EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS CONTRACT. AS
APPLICABLE, THIS AGREEMENT SHALL:
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 CENTER FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE N°: 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.
ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND
CERTIFIED *. PDF FORMAT.
IN WITNESS WHEREOF, THE PARTIES HERETO DO SET THEIR HANDS AND ARE WITNESSED WITH SEALS UPON THIS
AGREEMENT AS OF THIS DATE OF THE DECEMBER 04TH, 2023.

PARTY-A / SENDER / PROVIDER: PARTY-B / PARTNER / RECEIVER:


KELLKOR INVESTMENT GMBH PT. EMAS PUTIH GLOBAL

SIGNATORY NAME: Mr. Dr. HERBERT KELLER SIGNATORY NAME: Mr. EFENDI ANDUNG ABDURRAHIM
PASSPORT N°: X5769444 PASSPORT N°: C7192860
PASSPORT ISSUE DATE: 26/04/2019 PASSPORT ISSUE DATE: 06/01/2021
PASSPORT EXPIRY DATE: 26/04/2029 PASSPORT EXPIRY DATE: 06/01/2026
COUNTRY OF ISSUE: SWITZERLAND COUNTRY OF ISSUE: INDONESIA

PARTY “A” SIGNATORY PASSPORT COPY

PARTY “A” INITIALS PAGE 8 OF 9 PARTY “B” INITIALS


PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MT 103 CASH WIRE TRANSFER
AGREEMENT N°: DEUT/BNI/71B/120423 DECEMBER 4TH, 2023

PARTY “B” SIGNATORY PASSPORT COPY

PARTY “B” CORPORATE REGISTRATION COPY

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PARTY “A” INITIALS PAGE 9 OF 9 PARTY “B” INITIALS

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