Ip New Venna 2018
Ip New Venna 2018
This AGREEMENT ON DELIVERY OF CASH FUNDS MUTUALLY AGREED TO ENTER INTO THIS
AGREEMENT ON INVESTMENT – HUMANITARIAN FUNDINGTRANSFER VIA IP/IP CODE SERVER
(hereinafter referred to as “AGREEMENT”) is made and effective on this 4th Day of Oct 2018:
BETWEEN:
“FIRST PARTY OR PARTY A”with full legal and corporate authority to sign this Agreement, hereinafter
referredto as “SENDER” ON THE ONE SIDE:
COMPANY NAME: VENNA 121 LTD
COMPANY ADDRESS: 136 LATHOM ROAD, LONDON, E6 2DY, (U.K)
REGISTRATION NO. 8081463
REPRESENTED BY: Majid Javid Tabe Pasand
PASSPORT No.: X33295460
PLACE OF ISSUE: IR
DATE OF ISSUE: 19/02/2015
DATE OF EXPIRE: 19/02/2020
And
“SECOND PARTY OR PARTY B”with full legal and corporate authority to sign this Agreement, hereinafter
referred to as “SERVICE PROVIDER / RECEIVER”, ON THE OTHER SIDE:
COMPANY NAME:
COMPANY
ADDRESS:
REGISTRATION NO.
REPRESENTED BY:
PASSPORT
NUMBER:
COUNTRY OF
ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:
WHEREAS, are individually known as Sender and Receiver and jointly known as Parties; and
WHEREAS, Sender is holding an account with cash funds to be transferred to RECEIVER designated
account via IP/IP Code Server aiming at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated account via
IP/IP Code Server and to execute the distribution and transfer of said received funds to designated parties
and bank accounts via IPIP, in accordance to the terms and conditions in this Agreement; and
WHEREAS, Receiver 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 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;
BANK ADDRESS:
SWIFTCODE
ACCOUNT NAME
ACCOUNT BENEFICIARY
TRANSFER CODE
IDENTITY CODE
IMAD NO
LOGON SERVER ID
SERVER ID.
SERVER IP
SORT CODE
IDENTITY CODE:
ACCOUNT NUMBER:
CLIENT NAME:
COMPANY NAME:
TRANSACTION ID:
STATISTICAL SERVER IP
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG.№
REPRESENTED BY:
PASSPORT NO.:
ISSUED PLACE:
DATE ISSUE:
DATE EXPIRY:
NON-SOLICITATION. RECEIVER hereby confirms and declares that 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, 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.
REPRESENTATIONS AND WARRANTIES.
Representations
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.
Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party enforceable in
accordance with its terms.
Consents and Authority. 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.
Specific Performance; Other Rights. Parties recognize that several of the rights granted under 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.
Prior Agreements; Construction; 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.
Amendments. 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.
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.
Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of the Kingdom of England.
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.
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 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.
No Rights of Third Parties.(I) This Agreement is made solely and specifically between and for the benefit of
the 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 hereunder 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.
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.
Currency.Any exchange of funds between Sender and Receiver shall be made in the same
currency in which Sender transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all
calculations pursuant to this Agreement and any joint venture agreement shall be
based on ICC regulations
SENDER: RECEIVER:
SENDER PASSPORT
RECEIVER PASSPORT
I,XXXXXXXXXXXXXXX, acting with full responsibility, hereby irrevocably and unconditionally, without protest
or notification, without prejudice, recourse, or delay guarantee to pay the fee entitled to the beneficiaries listed
on this document, via Wire transfer, at the time of settlement of each tranche of the transaction. This Fee
Agreement is our irrevocable pay order to the intermediaries and is and shall remain an intricate part of the
Agreement between the Receiver and the Sender.
I,MR.MAJID JAVID TABE PASAND, and my legal representative, acting with full responsibility, hereby
irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee
to transfer Euros to the bank account designated as mentioned in this Agreement. This transfer will be done
before any orders, agreements or arrangements of Investor come into effect.
This pay order shall remain in effect until this transaction, including any renewals, extensions and additions
are fully completed.
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.
This Fee Agreement, if transmitted by facsimile or electronic mail shall be considered an original, legally
enforceable document. Generally recognized International Standards of Non-Circumvention and Non-
disclosure are applicable for a period of Five Years from the date of this document or the last date of the
contract including any renewals, extensions and additions are fully completed and we agree to respect
those.
We hereby declare that we are fully aware that the information received from you is in direct response to our
request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of
offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we
have requested information from you and your organization by our choice and free will, and further that you
have not solicited us in any way. Intermediaries are NOTAdvisors of any kind.Parties to this agreement are
independent contractors and all contemplated payments and/or disbursements hereunder are divided
interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship
between or among the parties hereto. All taxes, federal, state or other are the independent responsibility of
each of the parties hereto.
The above stated codes and any other identification codes shall remain the same and shall not be changed
until this transaction including any renewals, extensions and additions are fully completed and we agree to
respect those. The transaction code may be amended only by agreement between all parties hereto. This
This Agreement will come into effect only after full money transfer as of the agreement will happen, and only
after the asset manager, would have already made the transfer related to the first Investment to the
designated bank accounts will be transferred.
This Agreement shall be lodged in our bank and a copy will be forwarded to all beneficiaries. I agree to the
above irrevocable fee protection Agreement in its entirety.
This Agreement once executed by both parties will become effective as of the date first written above. Any
official notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) herein or as
may be attached by addenda hereto a facsimile or electronically transferred copy duly signed by both parties
shall be deemed original.
NOTE: BENEFICIARY/PAYMASTER CAN CHANGE ANY TIME HIS PROVIDED BANK ACCOUNT ON
THIS CONTRACT BY INFORMING THE RECEIVER PRIOR TO PAYMENT.
SENDER SIDE: FIFTY TWO POINT FIVE PERCENT (47.5%)
SENDER : FIFTY PERCENT (47.5%) close
INVESTMENT DISBURSEMENT PAYMENT OF FACE VALUE INCLUDING R&E TO THE FOLLOWING
ACCOUNT:
BANK NAME JP Morgan Chase
BANK ADDRESS 17107 VENTURA BLVD ENCINO ,CA 91316
ACCOUNT NUMBER 291816509
(USD)
ACCOUNT NAME MK CONSULTING
BENEFICIARY MAJID JAVID TABE PASAND, Passport No X33295460
SWIFT CODE SHASU33
ABA Number 322271627
BANK OFFICER JOHN FISHEH
BANK TELEPHONE 818-817-9589
SPECIAL INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND
CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYBLE IN CASH IMMEDIATELY
UPON RECEIPT BY RECIPIENT’S BANK.”ALL WIRE TRANSFERS SHALL
INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF BANK WIRE
TRANSFER SLIP SHALL BE EMAILED TO: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT
ACT / BANK SENDEING REGULATIONS.
SENDER INTERMEDIARY GROUP –A-1: 2.5% (TWO POINT FIVE PERCENT ) OF FACE VALUE INCLUDING
ROLLS AND EXTENSIONS TO BE FORWARDED TO
SPECIAL WIRE INSTRUCTIONS: All transfer instructions shall state: Funds are clean and
ACCOUNT NUMBER:
BANK PHONE NUMBER: + 389-02/3247000 LOCAL:671: + 389-02/3247000
INVESTMENT DISBURSEMENT PAYMENT OF FACE VALUE INCLUDING R&E TO THE FOLLOWING ACCOUNT:
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
(EUR)
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BENEFICIARY
Special instructions: FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL ORIGIN,
ARE LIEN FREE AND UNENCUMBERED, HAS BEEN EARNED FROM
SERVICES RENDERED, ARE PAYABLE IN CASH AND IN FULL AMOUNT
IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK, BASED ON
SAME DAY VALUE AND CREDIT, IN
REFERENCE.TO.THE.AGREEMENT/TRANSACTION OUR COMPLIANCE
HAS CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT
COMPLIES FULLY WITH ANTI-MONEY- LAUNDERING RULES AND
REGULATIONS, FATCA AND PATRIOT ACT I-II.”
RECEIVER AGENT B-1- BANKING COORDINATES RECEIVING (10%)( TEN PERCENT ) OF FACE VALUE OF EACH
AND EVERY TRANCHE OF TRANSACTION INCLUDING ROLLS AND EXTENSION:
SPECIAL WIRE INSTRUCTIONS: All transfer instructions shall state: Funds are clean and
ACCOUNT NUMBER:
BANK PHONE NUMBER: + 389-02/3247000 LOCAL:671: + 389-02/3247000
RECEIVER AGENT B-2- BANKING COORDINATES RECEIVING (1%)( ONE PERCENT ) OF FACE VALUE OF EACH
AND EVERY TRANCHE OF TRANSACTION INCLUDING ROLLS AND EXTENSION:
SENDER: RECEIVER:
ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send copies to the
other party via Electronic Mail and shall be considered the same as an original. When each party has
completed copies of this Electronic Mail from the other party, the Agreement is considered to be finalized by
all parties. The parties consent and agree to be bound contractually by electronic communications relative to
the matters addressed in this Agreement. By executing this Agreement both parties acknowledge that they
have the hardware and software required to receive and transmit communications (emails and email
attachments) electronically to each other, in generally-acceptable business formats (such as, but not limited
to, Microsoft Excel PowerPoint). Both parties specifically agree to do business with each other electronically.
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.
In Witness whereof, the Parties have executed this Agreement the date first above