Transaction HSBC1101
Transaction HSBC1101
PARTY A - Investor:
Company Name: BONA Verwaltungs GmbH
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
altogether and individually hereinafter referred to as the "Parties", conclude this present
Agreement of such content, hereinafter referred to as the "Agreement” about the following:
1. Matter of Agreement.
1.1. Under present Agreement Parties have agreed that Investor as charity humanitarian
organization irrevocably agrees to invest to the Asset Manager the sum, specified in the p.2.2.
of the present Agreement for the purpose specified in the p.2.1 of the present Agreement
(further summary – “Investment), and Asset Manager irrevocably agrees to receive and accept
Investment and utilize it according to the purposes specified in the p.2.1. of the present
Agreement.
2. Conditions of Investment.
2.1. Investment under the present Agreement is granted by the Investor to the Asset Manager
for the financing of the following:
2.2. Party B invests money funds into socially important and economically cost-efficient
commercial projects, construction projects worldwide as well as to the other activities related to
develop and maintain affordable housing and to promote community economic development and
neighborhood livability. Party B recognizes that strategic asset management is necessary of its
commercial projects.
2.3. Total amount of investment under the present Agreement is €3,585,000,000.00 (Billion Euro)
with roll and extension in tranches agreed by Parties. Investment is distributed by the Parties according
to clauses 3.2.6. Full amount of investment under the present Agreement will be transferred to the Party
B bank account, specified in the present Agreement, via SWIFT MT 103 IBAN to IBAN transfer from the
Investor’s bank.
TOTAL FACE
VALUE:
€3,585,000,000.00 (Billion Euro)
2.4. Full amount of Investment under the present Agreement will be sent by the Investor in terms of
3 (three) banking days from the moment of signing of present Agreement. Sum of the investment is
not a subject to return. Investor has no right to claim transferred investment amount back from Party
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
B under no circumstances and also has no right for any indemnification in regards of the interests or
lost profit.
2.5. Investment will be made by clean and clear money funds of non-criminal origin, free of liens
and encumbrances.
2.6. Party B bears full responsibility for appropriate utilization of 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. Party B notifies the Investor about investment
projects and these investment projects were fully approved by the Investor and accepted for the
investment process. Investing the funds, Investor had fully agreed with objectivity, reasonability
and significance of the investment projects. Terms of utilizing the investment funds of the first
tranche should have no restriction and impact on the increase of investments amount and
should have no influence on further tranches.
2.7. Both Parties agrees that this is a Private Agreement signed by stated parties acting of their
own accord to perform their respective business activities in executing this agreement for the
mutual financial benefit of all parties, also known as signing parties, and including consu lting
companies/firms and/or intermediaries/facilitators/brokers authorized by the client.
2.8. Party A irrevocably undertakes and agrees to the Official Disclaimer of Party B that Party
B is not a licensed securities dealer, or financial adviser and does not offer any public financial
advisory services. Party B is a private consulting group working with a database of
intermediaries, agents and brokers in the private financial market. Party B does not provide any
offers to the public to sell, buy or trade public securities of any kind.
3. Rights and obligations of the Parties.
3.1.Investor irrevocably undertakes to:
3.1.1. Grant to Party B the investment in amount and on conditions specified in the chapter 2
of the present Agreement.
3.1.2. Transfer Investment to the assigned bank account of the Party B via the SWIFT wire
transfer according to the conditions of investment specified in the chapter 2 of the present
Agreement.
3.1.3. Make transfer of Investment from clean and clear money funds of non-criminal origin, free
of liens and encumbrances.
3.2. Asset Manager Party B irrevocably undertakes to:
3.2.1. Lodge present contract into Party B receiving bank and arrange reception of investment.
3.2.2. Receive and accept investment sent by the Investor.
3.2.3. Utilize investment according to the conditions of granting of the investment.
3.2.4. Not to change their banking accounts.
3.2.5. In any and every case, to not use directly or indirectly investment, profit received from
investment or reinvestment for all and any illegal activity, including but not limited to the: weapons
and warfare trade, illegal drug and narcotics trade, criminal and/or terroristic activity, slavery, piracy
etc.
3.2.6. Party B: uses subcontracting companies to fulfill its projects. Party B transfers to its
subcontractors the following funds for fulfillment of the projects:
4. Expenses and losses of Parties.
4.1. For the losses, caused by non-fulfillment or/and untimely fulfillment of obligations by one Party,
suffered Party have right to claim compensation for the really originated and documentary confirmed
losses.
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
5.1. The Present Agreement is valid from the moment of its signing.
5.2. Present Agreement shall be considered as finished after successful completion by Parties
it’s respective obligations under present Agreement and settle all payments.
5.3. Present Agreement can be terminated by mutual written decision of all Parties of present
Agreement.
6. Responsibility of Parties.
6.1. The Parties,breached it’s obligation under the present Agreement, is obliged to
immediately inform the other Party and make all depending on it to eliminate all breaches.
6.2. Parties carry sole responsibility for their obligations to third persons, if other is not
stipulated in additional agreements about responsibility to third persons.
7. Disputes settlement.
7.1. All disputes and disagreements, arising from the present Agreement or connected with it
are settled, if possible, by negotiations between Parties.
7.2. In case if Parties fail to settle all disagreements in negotiations, then matters will be settled
in court in legal order.
8. Changing conditions of Agreement.
8.1. Conditions of present Agreement are obligatory to all Parties of Agreement and can be
changed only with mutual agreement of all Parties of Agreement, made on written. Parties will
insert all changes and additions in Appendices to the present Agreement, which are integral
part of present Agreement, in order, specified in present Agreement.
8.2. No Party has the right to transfer it’s rights under the present Agreement to third persons
without written permission of other Parties of Agreement.
9. Other conditions.
9.1. In all questions, connected with force–majeur circumstances, Parties of the present
Contract are directed by terms and regulations of INCOTERMS – 2000.
9.2. Only those workers of Parties, directly connected with performing work under present
Agreement, can be acquainted with granted information.
9.3. Present Agreement is concluded in 2 (two) hardcopies all have equal juridical force.
9.4. Present Agreement signed in electronic form has equal juridical force as original.
For and on behalf of Party A (Investor): For and on behalf of Party B: GLF Eclips
BONA Vermaltungs Gmblt Gmbh
Signature Signature:
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
ACKNOWLEDGEMENT:
I hereby confirm and verify that I have the power on behalf of BONA Verwaltungs GmbH to undertake any and all
financial transactions on behalf of the company by using its assets and/or bank instruments and that I am an
authorized signatory on the company bank account, and that I have full authority to execute all related contracts
and agreements. I hereby swear and attest under penalty of perjury that the statements and information provided
in this document, six pages in all, dated NOctober 17, 2024 are true and correct to the best of my knowledge and
belief.
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
Party A: Party B:
AGREEMENT NUMBER: 00223
TRANSACTION CODE: 448960
DATE: October 17, 2024
Party A: Party B: