RESOLUTION OF THE BOARD OF DIRECTORS. THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXX HAVING IT’S CONTACT ADDRESS AT xxxxxxxxx (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 28 FEB 2015, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT: RESOLVED: THAT MR. ---------------, HOLDER OF PASSPORT NUMBER ---------------, CEO AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY. FURTHER RESOLVED: THAT MR -----, DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF XX JAN 2016. AGREED AND SIGN THIS DATE XX JAN 2016 FOR AND ON BEHALF OF LESSEE Name: MR. Passport: Nationality: Date of Issue: Date of Expiry: APPENDIX A Bank Confirmation Letter BANK CAPABILITY LETTER - EXHIBIT “BCL” ON BANK LETTERHEAD REGARDING THE AVAILABLE CREDIT LINE OR CASH TO USE FOR THE BG/SBLC LEASE OR PURCHASE FROM BANK NAME BANK ADDRESS SWIFT CODE BANK OFFICER AMOUNT EURO/US$ 000,000,000.00 (XXX HUNDRED XXXXX XXXX MILLION) ACCOUNT NAME TO BANK NAME BANK ADDRESS SWIFT CODE TEL N°. FAX N°. EMAIL ADDRESS BANK OFFICER IN FAVOR OF TRANSACTION CODE DEAR SIRS, WE, - ________________________- REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY ISSUE THIS BANK CAPABILITY LETTER CONFIRMING WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNT HOLDER XXXXXXXXXXXXX THAT THEY HAVE CASH FUNDS/CREDIT FACILITY) IN THE AMOUNT OF EURO/US$ XXX HUNDRED XXXXX XXXX MILLION (EUR/US$000,000,000.00) AS OF THE DATE OF THIS TRANSMISSION BEING THE FIRST TRANCHE AMOUNT TO LEASE OR PURCHASE FROM THE LESSOR FRESH CUT STAND-BY LETTER OF CREDIT (SBLC) TO BE ISSUED FROM ANY TOP PRIMARY BANK. WE HEREBY ALSO CONFIRM THAT THESE FUNDS ARE LEGALLY EARNED, GOOD, CLEAN, CLEARED AND OF NONCRIMINAL ORIGN AND VERIFIABLE ON BANK-TO-BANK BASIS BY PHONE OR FAX. THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSOR. FOR AND ON BEHALF OF ____________________________ ___________________________ BANK OFFICER: (1) BANK OFFICER: (2) TITLE PIN: TITLE PIN: BANK SEAL _____________________________________________________________ ______________________________ ________ THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSOR. Signed and sealed this XXXXXXXXXX 2015 (Signature) (Seal) ___________________________________ Authorized Signature OF CLIENT Name : Title : Passport No. : Country : Issue Date : Expiry Date : APPENDIX B RWA by 799 by Lease Instrument WE, ---------------------, WITH REGISTERED ADDRESS AT --------------------------------------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT ----------------- ACCOUNT NO. [0000] THAT WE ARE READY, WILLING AND ABLE TO DELIVER, VIA SWIFT MT760 PER THE XXXXXXXX WORDING, ONE (1), STANDBY LETTER OF CREDIT IN ACCORDANCE WITH ICC PUBLICATION NO. …. ISSUED BY ----------------------------- IN FAVOR OF ……BANK ACCOUNT NUMBER XXX FOR THE BENEFIT OF [BUYER NAME]. WITH A PRINCIPAL FACE VALUE OF TWO HUNDRED MILLION UNITED STATES DOLLARS (US$ 200,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION. WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT IS CASH-BACKED AND IS ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY. APPENDIX C SWIFT MT 799 PU / ICBPO 12 % From Buyer Bank to Provider From: -------------------------- To: --------------------------- AT THE REQUEST OF OUR CLIENT, XXXXXXXXXXXXXXXXXXXXXXXXXXXXX FOR THE BENEFIT OF XXXXXXXXXXXXXXXXXX, WE, XXXXXXXXXXXXXXXXXXXXXXXX, HEREBY IRREVOCABLY CONFIRM THAT WE ARE XXXXXXXX TO UNDERTAKE THE FOLLOWING:
Appears in 3 contracts
Samples: Deed of Agreement, Deed of Agreement, Deed of Agreement
RESOLUTION OF THE BOARD OF DIRECTORS. THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXX HAVING IT’S CONTACT ADDRESS AT xxxxxxxxx (HEREINAFTER REFERRED TO REFERREDTO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 28 FEB 2015XXJUNE 2016, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT: RESOLVED: THAT MR. ---------------, HOLDER OF PASSPORT NUMBER ---------------, CEO AND AUTHORIZED ANDAUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY. FURTHER RESOLVED: THAT MR -----, DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED ISAUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF XX JAN XXJUNE 2016. AGREED AND SIGN THIS DATE XX JAN XXJUNE 2016 FOR AND ON BEHALF OF LESSEE CLIENT Name: MR. Passport: Nationality: Date of Issue: Date of Expiry: APPENDIX A Bank Confirmation Letter BANK CAPABILITY LETTER - EXHIBIT “BCL” ON BANK LETTERHEAD REGARDING THE AVAILABLE CREDIT LINE OR CASH TO USE FOR THE BGVERBIAGE RWA (PROOF OF FUNDS) POF/SBLC LEASE OR PURCHASE FROM BANK NAME BANK ADDRESS SWIFT CODE BANK OFFICER AMOUNT EUROMT799 Date: AUG...., 2016 To: -------------------------- Reference: SBLC/US$ 000,000,000.00 (XXX HUNDRED XXXXX XXXX MILLION) ACCOUNT NAME TO BANK NAME BANK ADDRESS SWIFT CODE TEL N°. FAX N°. EMAIL ADDRESS BANK OFFICER IN FAVOR OF TRANSACTION CODE DEAR SIRS, BG Transaction 79: NARRATIVE WE, - ________________________- REPRESENTED BY THE UNDERSIGNED OFFICERSXXXXXXXXXXX, LOCATED AT XXXXXXXXXXXXXX, HEREBY ISSUE THIS BANK CAPABILITY LETTER CONFIRMING CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY THAT OUR CLIENT XXXXXXXXXXX HAS ON DEPOSITS WITH OUR BANK UNDER THEIR SOLE SIGNATURE IN ACCOUNT NUMBER XXXXXXXXXX, THE SUM OF XXXXXXXXX MILLION IN THE LAWFUL CURRENCY OF THE EUROPEAN UNION, (EURO XXXXXXXXX). WE CONFIRM ON THE REQUEST AND ON BEHALF OF OUR CLIENT XXXXXXXXX THAT THESE FUNDS ARE CURRENTLY PUT ON ADMINISTRATIVE HOLD IN FAVOR OF RECEIVING BANK: XXXXXXXXXX, RECEIVING ACCOUNT HOLDER XXXXXXXXXXXXX THAT THEY HAVE CASH FUNDS/CREDIT FACILITYNUMBER: XXXXXXXXXX, IBAN: XXXXXXXXXX FOR THE BENEFIT OF XXXXXXXXXX, FOR A PERIOD OF ONE (1) IN THE AMOUNT OF EURO/US$ XXX HUNDRED XXXXX XXXX MILLION YEAR AND ONE (EUR/US$000,000,000.001) AS OF MONTH FROM THE DATE OF THIS TRANSMISSION BEING ISSUANCE AND WILL AUTOMATICALLY EXPIRE ON XXXXXX. THESE FUNDS ARE CLEAN, CLEARED, OF NON-CRIMINAL ORIGIN AND ARE FREE OF ANY LIENS AND ENCUMBRANCES AND THE FIRST TRANCHE AMOUNT RULE OF FULL DISCLOSURE HAS BEEN ESTABLISHED THAT SUCH FUNDS WERE LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS ACTIVITIES AND ARE AVAILABLE TO LEASE OR PURCHASE FROM THE LESSOR FRESH CUT STAND-BY LETTER OF CREDIT (SBLC) TO BE ISSUED FROM CLIENT WITHOUT ANY TOP PRIMARY BANKRESTRICTIONS. WE HEREBY ALSO FURTHERMORE CONFIRM THAT THESE FUNDS HERE HELD IN CUSTODY ARE LEGALLY EARNEDNOT PERMITTED TO BE WITHDRAWN, GOOD, CLEAN, CLEARED MOVED OR TRANSFERRED DURING THE PERIOD OF THE VALIDITY AND SHALL REMAIN BLOCKED AND RESERVED IN FAVOR OF NONCRIMINAL ORIGN AND VERIFIABLE ON BANK-TO-BANK BASIS BY PHONE OR FAXTHE BENEFICIARY. THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT IRREVOCABLE OPERATIVE INSTRUMENT ISSUED AND DELIVERED IN COMPLIANCE WITH COURTESY COPY PROPER PROCEDURES AND BANKING LAWS AND REGULATIONS IS SUBJECT TO THE LESSORUNIFORM COMMERCIAL CODE AND IS GIVEN FOR AND ON BEHALF OF (ISSUING BANK NAME), THE ISSUER. NO FURTHER CORRESPONDENCE IS REQUIRED OR WILL FOLLOW. FOR AND ON BEHALF OF ____________________________ ___________________________ OF: BANK OFFICERNAME BANK ADDRESS BANK OFFICER 1: NAME (1) BANK OFFICER: (2PIN CODE) TITLE PINBANK OFFICER 2: NAME (PIN CODE) TITLE PIN: BANK SEAL _____________________________________________________________ ______________________________ ________ THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSOR. Signed and sealed this XXXXXXXXXX 2015 (Signature) (Seal) ___________________________________ Authorized Signature OF CLIENT Name : Title : Passport No. : Country : Issue Date : Expiry Date : APPENDIX B RWA by Pre-advice 799 by Lease Lease/Sell Instrument WE, ---------------------, WITH REGISTERED ADDRESS AT --------------------------------------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK FULLBANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT ----------------- ACCOUNT NO. [0000] THAT WE ARE READY, WILLING AND ABLE TO DELIVER, VIA SWIFT MT760 PER THE XXXXXXXX XXXXXXXXXXX WORDING, ONE (1), STANDBY LETTER OF CREDIT IN ACCORDANCE WITH ICC PUBLICATION NO. …. ISSUED BY ----------------------------- IN FAVOR OF ……BANK ACCOUNT NUMBER XXX FOR THE BENEFIT OF [BUYER NAME]. WITH A PRINCIPAL FACE VALUE OF TWO HUNDRED MILLION UNITED MILLIONUNITED STATES DOLLARS (US$ 200,000,000.00500,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION. WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT IS CASH-BACKED AND IS ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY. APPENDIX C SWIFT MT 799 PU / ICBPO 12 % From Buyer Bank to Provider From: -------------------------- To: --------------------------- AT THE REQUEST OF OUR CLIENT, XXXXXXXXXXXXXXXXXXXXXXXXXXXXX FOR THE BENEFIT OF XXXXXXXXXXXXXXXXXX, WE, XXXXXXXXXXXXXXXXXXXXXXXX, HEREBY IRREVOCABLY CONFIRM THAT WE ARE XXXXXXXX TO UNDERTAKE THE FOLLOWING:
Appears in 1 contract
Samples: Deed of Agreement
RESOLUTION OF THE BOARD OF DIRECTORS. THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXX HAVING IT’S CONTACT ADDRESS AT xxxxxxxxx XXXXXXX XXXXXXX XXXX (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING MEETING, WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 28 FEB 2015XXth, XXXXX, 0000, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT: RESOLVED: THAT MRMRS./MR. ---------------XXXXXXXXXXXXX, HOLDER OF PASSPORT NUMBER ---------------XXXXXXXXXXX, CEO AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY. FURTHER RESOLVED: THAT MR -----MRS./MR. XXXXXXXXXXXXXXX, DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS BY LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED CONVEYED, SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF XX JAN 2016XXth, XXXXXX, 0000. AGREED AND SIGN SIGNED, THIS DATE XX JAN 2016 XXth, XXXXXXXX, 2017, FOR AND ON BEHALF OF LESSEE CLIENT: Singature and Stamp/Seal: Name: MR. PassportDesignation: Passport No.: Nationality: Date of IssueIssuing Date: Date of ExpiryExpiry Date: APPENDIX A Bank Confirmation Letter BANK CAPABILITY READINESS LETTER - EXHIBIT “BCL” ON BANK LETTERHEAD REGARDING THE AVAILABLE CREDIT LINE OR CASH TO USE FOR THE BG/SBLC LEASE OR PURCHASE FROM BANK NAME BANK ADDRESS SWIFT CODE BANK OFFICER AMOUNT EURO/US$ 000,000,000.00 (XXX HUNDRED XXXXX XXXX MILLION) ACCOUNT NAME TO BANK NAME BANK ADDRESS SWIFT CODE TEL N°. FAX N°. EMAIL ADDRESS BANK OFFICER IN FAVOR OF TRANSACTION CODE DEAR SIRS, WE, - ________________________- REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY ISSUE THIS BANK CAPABILITY LETTER CONFIRMING WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNT HOLDER XXXXXXXXXXXXX THAT THEY HAVE CASH FUNDS/CREDIT FACILITY) IN THE AMOUNT OF EURO/US$ XXX HUNDRED XXXXX XXXX MILLION (EUR/US$000,000,000.00) AS OF THE DATE OF THIS TRANSMISSION BEING THE FIRST TRANCHE AMOUNT TO LEASE OR PURCHASE FROM THE LESSOR FRESH CUT STAND-BY HEAD READINESS LETTER OF CREDIT (SBLC) TO BE ISSUED FROM ANY TOP PRIMARY BANK. WE HEREBY ALSO CONFIRM THAT THESE FUNDS ARE LEGALLY EARNED, GOOD, CLEAN, CLEARED AND OF NONCRIMINAL ORIGN AND VERIFIABLE ON BANK-TO-BANK BASIS BY PHONE OR FAX. THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY ADDRESSED TO THE LESSORCLIENT. FOR AND ON BEHALF OF ____________________________ ___________________________ BANK OFFICER: We, (1bank) BANK OFFICER: (2) TITLE PIN: TITLE PIN: BANK SEAL _____________________________________________________________ ______________________________ ________ THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT confirm our Readiness to issue PU via swift MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSORto any bank coordinate destination as per your request/instruction. Signed and sealed this XXXXXXXXXX 2015 (Signature) (Seal) ___________________________________ Authorized Signature OF CLIENT Name : Title : Passport No. : Country : Issue Date : Expiry Date : Signed, Bank Officer APPENDIX B RWA by 799 by Lease Instrument WE, ---------------------, WITH REGISTERED ADDRESS AT --------------------------------------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT ----------------- ACCOUNT NO. [0000] THAT WE ARE READY, WILLING AND ABLE TO DELIVER, VIA SWIFT MT760 PER THE XXXXXXXX WORDING, ONE (1), STANDBY LETTER OF CREDIT IN ACCORDANCE WITH ICC PUBLICATION NO. …. ISSUED BY ----------------------------- IN FAVOR OF ……BANK ACCOUNT NUMBER XXX FOR THE BENEFIT OF [BUYER NAME]. WITH A PRINCIPAL FACE VALUE OF TWO HUNDRED MILLION UNITED STATES DOLLARS (US$ 200,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION. WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT IS CASH-BACKED AND IS ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY. APPENDIX C SWIFT MT 799 PU / ICBPO 12 % From Buyer Bank to Provider From: -------------------------- XXXXXXXXXXXXXXXX To: --------------------------- XXXXXXXXXXXXXXXXXXXX AT THE REQUEST OF OUR CLIENT, XXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXX, FOR THE BENEFIT OF XXXXXXXXXXXXXXXXXX, WE, XXXXXXXXXXXXXXXXXXXXXXXX, HEREBY IRREVOCABLY CONFIRM THAT WE ARE XXXXXXXX TO UNDERTAKE THE FOLLOWING: TO RECEIVE, VIA SWIFT MT760 INTO OUR CLIENT’S ABOVE-LISTED ACCOUNT, MILLION EURO XXXXXXXXXXX (EURO 000,000,000.00) CASH-BACKED, ASSIGNABLE, TRANSFERABLE AND UNCONDITIONAL STANDBY LETTER OF CREDIT (“…….SBLC”); AND, TO SWIFT TRANSFER A PRINCIPAL AMOUNT OF XXXXXXXXXXXX WITHIN FIVE (5) EUROPEAN BANKING DAYS TO THE BELOW-LISTED ACCOUNT AFTER SUCCESSFULLY RECEIVING AND AUTHENTICATING SBLC DELIVERED VIA SWIFT MT760 TO OUR CLIENT’S ABOVE ACCOUNT. BANK NAME: ACCOUNT NUMBER: ACCOUNT NAME: SWIFT CODE: WE, HEREBY CONFIRM THAT THE XXXXXXXX HAS GOOD, CLEAN AND CLEARED FUNDS DERIVED FROM A LEGAL SOURCE. THIS PAYMENT UNDERTAKING IS IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE S.W.I.F.T. WIRE TRANSFER IS VALID FOR FIFTEEN (15) BANKING DAYS FROM DD MMMMMM YYYY AND UNTIL DD MMMMMM YYYY, 17:00 GREENWICH MEANTIME (UK). YOURS FAITHFULLY, FOR AND ON BEHALF OF AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2 <NAME, TITLE, PIN CODE> <NAME,TITLE, PIN CODE APPENDIX C STANDBY LETTER OF CREDIT FORMAT SWIFT MT 760 PUT YOUR PREFERRED VERBIAGE PLEASE (CLIENT) CONFIRM:
Appears in 1 contract
Samples: Agreement
RESOLUTION OF THE BOARD OF DIRECTORS. THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXX HAVING IT’S CONTACT ADDRESS AT xxxxxxxxx (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 28 FEB 2015XX….. 2016, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT: RESOLVED: THAT MR. ---------------, HOLDER OF PASSPORT NUMBER ---------------, CEO AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY. FURTHER RESOLVED: THAT MR -----, DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF XX JAN 2016XX….. 2017. AGREED AND SIGN THIS DATE XX JAN 2016 XX…..2017 FOR AND ON BEHALF OF LESSEE CLIENT Name: MR. Passport: Nationality: Date of Issue: Date of Expiry: APPENDIX A Bank Confirmation Letter BANK CAPABILITY READINESS LETTER - EXHIBIT “BCL” ON BANK LETTERHEAD REGARDING LETTER HEAD READINESS LETTER ADDRESSED TO THE AVAILABLE CREDIT LINE OR CASH TO USE FOR THE BGCLIENT. We, (bank) confirm our readiness to issue RESERVED FUNDS via swift MT799 to any bank coordinate destination as per your request/SBLC LEASE OR PURCHASE FROM instruction. Signed, Bank Officer APPENDIX B SWIFT MT799 20 (TWENTY) DAY RESERVED FUNDS ACCOUNT NAME: ACCOUNT NUMBER: RECEIVER: BANK NAME NAME: BANK ADDRESS ADDRESS: SWIFT CODE CODE: BANK OFFICER AMOUNT EURO/US$ 000,000,000.00 (XXX HUNDRED XXXXX XXXX MILLION) OFFICER: TELEPHONE NUMBER: EMAIL ADDRESS: ACCOUNT NAME TO BANK NAME BANK ADDRESS SWIFT CODE TEL N°. FAX N°. EMAIL ADDRESS BANK OFFICER IN FAVOR OF NAME: ACCOUNT NUMBER: IBAN NUMBER: TRANSACTION CODE DEAR SIRS, CODE: TRANSACTION NUMBER: NARRATIVE: WE, - ________________________- ---INSERT NAME & LOCATION OF SENDING BANK--- REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY ISSUE THIS BANK CAPABILITY LETTER CONFIRMING HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNTHOLDER ---INSERT NAME OF ACCOUNT HOLDER XXXXXXXXXXXXX HOLDER/SIGNATORY---, THAT THEY HAVE CASH FUNDS/CREDIT FACILITY) FUNDS IN THE AMOUNT OF EURO/US$ XXX HUNDRED XXXXX XXXX MILLION TWO BILLION EUROS (EUR/US$000,000,000.00EUR €2,000,000,000.00) IN ACCOUNT NUMBER# XXXXXXXXXXX AS OF THE DATE OF THIS TRANSMISSION BEING THE FIRST TRANCHE AMOUNT TO LEASE OR PURCHASE FROM THE LESSOR FRESH CUT STAND-BY LETTER OF CREDIT (SBLC) TO BE ISSUED FROM ANY TOP PRIMARY BANK. WE HEREBY ALSO CONFIRM THAT THESE FUNDS ARE LEGALLY EARNED, GOOD, CLEAN, CLEARED AND OF NONCRIMINAL ORIGN AND VERIFIABLE ON BANK-TO-BANK BASIS BY PHONE OR FAX. THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 RESERVED FOR TWENTY (20) DAYS FOR TRANSACTION# XXXXXXXX END OF TRANSMISSION: BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSOR. FOR AND ON BEHALF OF ____________________________ ___________________________ BANK OFFICER: OFFICER (1) BANK OFFICER: OFFICER (2) TITLE PINNAME: TITLE PINNAME: BANK SEAL _____________________________________________________________ ______________________________ ________ THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSOR. Signed and sealed this XXXXXXXXXX 2015 (Signature) (Seal) ___________________________________ Authorized Signature OF CLIENT Name TITLE: Title TITLE: Passport No. : Country : Issue Date : Expiry Date : -----------------------------------------------MESSAGE END---------------------------- APPENDIX B C RWA by Pre-advice 799 by Lease Selling of Instrument WE, ---------------------, WITH REGISTERED ADDRESS AT --------------------------------------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT ----------------- ACCOUNT NO. [0000] THAT WE ARE READY, WILLING AND ABLE TO DELIVER, VIA SWIFT MT760 PER THE XXXXXXXX WORDING, ONE (1), STANDBY LETTER OF CREDIT IN ACCORDANCE WITH ICC PUBLICATION NO. …. ISSUED BY ----------------------------- IN FAVOR OF ……BANK ACCOUNT NUMBER XXX FOR THE BENEFIT OF [BUYER NAME]. WITH A PRINCIPAL FACE VALUE OF TWO HUNDRED MILLION UNITED STATES DOLLARS …………………………..(US$ 200,000,000.00Euro 00,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION. WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT IS CASH-BACKED AND IS ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY. APPENDIX C D STANDBY LETTER OF CREDIT FORMAT (BG) SWIFT MT 799 PU / ICBPO 12 % From Buyer Bank to Provider From760 (TEXT MAY VARY IN SUBSTANCE BUT THE ESSENTIAL UNDERTAKING MUST BE MAINTAINED) BANK GUARANTEE NO. : -------------------------- ToCURRENCY : --------------------------- AT THE REQUEST DATE OF ISSUE : DATE OF EXPIRY : APPLICANT : BENEFICIARY : AMOUNT: EUR € __00,000, 000.00 (EURO ______ HUNDRED MILLION ONLY.) WE HEREWITH OPEN OUR CLIENT, XXXXXXXXXXXXXXXXXXXXXXXXXXXXX BANK GUARANTEE NO.__________ AS FOLLOWS: FOR THE BENEFIT OF XXXXXXXXXXXXXXXXXXVALUE RECEIVED, WE, XXXXXXXXXXXXXXXXXXXXXXXXTHE UNDERSIGNED, [ISSUING BANK NAME AND ADDRESS], HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE, DIVISIBLE, AND WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF _______________, THE BEARER OR HOLDER THEREOF, AT MATURITY, THE SUM OF ______ HUNDRED MILLION EUROS (€__00,000,000.00) IN THE LAWFUL CURRENCY OF EUROPEAN UNION, UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT ANY OF THE COUNTERS OF …………………. SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF [COUNTRY OF ISSUE] OR ANY POLITICAL SUBDIVISION OR AUTHORITY AND THEREIN AND THEREOF. THIS BANK GUARANTEE IS DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND NEGOTIABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGES. THIS BANK GUARANTEE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF [COUNTRY OF ISSUE]. THIS BANK GUARANTEE IS AN OPERATIVE INSTRUMENT. THIS BANK GUARANTEE IS GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICE FOR BANK GUARANTEE AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, UNIFORM RULES FOR DEMAND GUARANTEES (ICC PUBLICATION NO. 758). YOURS FAITHFULLY, FOR AND ON BEHALF OF (NAME AND ADDRESS OF THE ISSUING BANK) (BANK SEAL) ___________________________ _______________________ BANK OFFICER: BANK OFFICER: NAME/TITLE/PIN NAME/TITLE/PIN CONFIRM: In WITNESS WHEREOF the Parties hereto have duly signed and executed this Agreement as of września 10, 2020 AGREED AND SIGN THIS DATE XX….. 2017 FOR AND ON BEHALF OF CLIENT Name: Passport: Nationality: Date of Issue: Date of Expiry: IRREVOCABLE MASTER FEE PROTECTION AGREEMENT & IRREVOCABLE CORPORATE PAYMENT ORDER DATE: September 10, 2020 WE,----------------------------------., HEREINAFTER AS THE “BUYER”, REPRESENTED BY THE MR. ---------------/CEO AND THE AUTHORIZED SIGNATORY /CEO THE HOLDER OF PASSPORT NO: ----------------, WITH OFFICE ADDRESS AT------------------------------------------, DO HEREBY IRREVOCABLY CONFIRM THAT WE GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND AUTHORITY, UNDER PENALTY OF APPLICABLE PERJURY LAWS, AGREE TO ACT AS PAYER TO PAY THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH AN IRREVOCABLE CORPORATE PAYMENT ORDER WHICH IS AN INTEGRAL PART OF ABOVE CODED AGREEMENT IN THE TOTAL AMOUNT OF TWO PERCENT (2%) OF THE TOTAL FACE VALUE OF THE BANKINSTRUMENT. TOTAL OF TWO PERCENT (2%) COMMISSION FEES, TWO PERCENT (1.0%) FOR THE BUYER SIDE AND ONE PERCENT (1.0%) FOR THE PROVIDER SIDE (CLOSED), WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’ BENEFICIRIES FOR DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS. THE PROVIDER SIDE: TOTAL ONE PERCENT (1%) PROVIDER SIDE COMMISSION FEES WILL BE PAID TO THE FOLLOWINGS: (CLOSED) BENEFICIARY XXXXXXX XXXXX GEORG XXXXXXX BANK NAME BANK ADDRESS ACCOUNT NUMBER ACCOUNT NAME SWIFT CODE BANK TEL / FAX SPECIAL WIRE INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE XXXXXXXX CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY PAYMASTER’S BANK.” THE CLIENT SIDE: TOTAL ONE PERCENT OF TWO PERCENT (1% OF 2%) BUYER SIDE COMMISSION FEES WILL BE PAID TO UNDERTAKE THE FOLLOWING:: (OPEN) BENEFICIARY BANK NAME BANK ADDRESS ACCOUNT NUMBER ACCOUNT NAME SWIFT CODE BANK TEL / FAX SPECIAL WIRE INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY PAYMASTER’S BANK.” THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE “ICC” AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN HONG KONG, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL NC/ND CLAUSES AS PRESCRIBED BY ICC RULES (LATEST EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT ORDER. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL, AND MAY BE ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE SHALL BE DEEMED AN ORIGINAL AND ALL TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT. A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE DEEMED BINDING ON THE “PARTIES” WITH THE FORCE AS THE SIGNED ORIGINAL. THE AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS VALID WHEN COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL REMAIN VALID AND ENFORCEABLE FOR THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW AGREEMENT BETWEEN THE PARTIES AND/OR THEIR ASSIGNS. THE BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE PARTY B/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND PRIOR TO, OR SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE LODGED WITH THE PARTY B/PAYER’S BANK. THE PARTY B/PAYER’S BANK SHALL PROVIDE THE BENEFICIARIES, BY E-MAILS OR BY TELE/FAX WITH COPIES OF THE SWIFT RELATED TO ALL PAYMENT INSTRUCTIONS UPON THE CLOSING OF EACH AND EVERY TRANSACTION OF THE ABOVE TRANSACTION. THE CLIENT’S PAYING BANK DETAILS: BANK NAME : BANK ADDRESS : SWIFT CODE : ACCOUNT NAME : XXXXXXXXXXX : ACCOUNT NUMBER : BANK OFFICER NAME & TITLE : BANK OFFICER TEL NUMBER : BANK OFFICER FAX NUMBER : BANK OFFICER EMAIL : IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS / BENEFICIARIES LISTED ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES, CHARGES AND/OR COST, OR HOLD THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL ACTIONS. THE UNPERFORMED PART OF THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID. THIS AGREEMENT - PAY ORDER SHALL BE LODGED IN OUR BANK AND A COPY FROM THAT BANK WILL BE FORWARDED TO ALL BENEFICIARIES. WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.
Appears in 1 contract
Samples: Deed of Agreement
RESOLUTION OF THE BOARD OF DIRECTORS. THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXX HAVING IT’S CONTACT ADDRESS AT xxxxxxxxx XXXXXXX XXXXXXX XXXX (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING MEETING, WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 28 FEB 2015XXth, XXXXX, 0000, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT: RESOLVED: THAT MRMRS./MR. ---------------XXXXXXXXXXXXX, HOLDER OF PASSPORT NUMBER ---------------XXXXXXXXXXX, CEO AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY. FURTHER RESOLVED: THAT MR -----MRS./MR. XXXXXXXXXXXXXXX, DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS BY LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED CONVEYED, SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF XX JAN 2016XXth, XXXXXX, 0000. AGREED AND SIGN SIGNED, THIS DATE XX JAN 2016 XXth, XXXXXXXX, 2017, FOR AND ON BEHALF OF LESSEE CLIENT: Singature and Stamp/Seal: Name: MR. PassportDesignation: Passport No.: Nationality: Date of IssueIssuing Date: Date of ExpiryExpiry Date: APPENDIX A Bank Confirmation Letter BANK CAPABILITY READINESS LETTER - EXHIBIT “BCL” ON BANK LETTERHEAD REGARDING LETTER HEAD READINESS LETTER ADDRESSED TO THE AVAILABLE CREDIT LINE OR CASH TO USE FOR THE BGCLIENT. We, (bank) confirm our Readiness to issue POF via swift MT799 to any bank coordinate destination as per your request/instruction. Signed, Bank Officer APPENDIX B VERBIAGE RWA (PROOF OF FUNDS) POF/MT799 Date: XXth, XXXXXXX,2017 To: XXXXXXXXXXXXXXXXXXXXXXXXX Reference: SBLC LEASE OR PURCHASE FROM BANK NAME BANK ADDRESS SWIFT CODE BANK OFFICER AMOUNT EURO/US$ 000,000,000.00 (XXX HUNDRED XXXXX XXXX MILLION) ACCOUNT NAME TO BANK NAME BANK ADDRESS SWIFT CODE TEL N°. FAX N°. EMAIL ADDRESS BANK OFFICER IN FAVOR OF TRANSACTION CODE DEAR SIRS, Transaction 79: NARRATIVE WE, - ________________________- REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY ISSUE THIS [BANK CAPABILITY LETTER CONFIRMING NAME] WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNT HOLDER XXXXXXXXXXXXX THAT THEY HAVE CASH FUNDS/CREDIT FACILITY) IN THE AMOUNT OF EURO/US$ XXX HUNDRED XXXXX XXXX MILLION (EUR/US$000,000,000.00) AS OF THE DATE OF THIS TRANSMISSION BEING THE FIRST TRANCHE AMOUNT TO LEASE OR PURCHASE FROM THE LESSOR FRESH CUT STAND-BY LETTER OF CREDIT (SBLC) TO BE ISSUED FROM ANY TOP PRIMARY BANK. WE HEREBY ALSO CONFIRM THAT THESE FUNDS ARE LEGALLY EARNED, GOOD, CLEAN, CLEARED AND OF NONCRIMINAL ORIGN AND VERIFIABLE ON BANK-TO-BANK BASIS BY PHONE OR FAX. THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSOR. FOR AND ON BEHALF OF ____________________________ ___________________________ BANK OFFICER: (1) BANK OFFICER: (2) TITLE PIN: TITLE PIN: BANK SEAL _____________________________________________________________ ______________________________ ________ THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSOR. Signed and sealed this XXXXXXXXXX 2015 (Signature) (Seal) ___________________________________ Authorized Signature OF CLIENT Name : Title : Passport No. : Country : Issue Date : Expiry Date : APPENDIX B RWA by 799 by Lease Instrument WE, ---------------------, WITH REGISTERED ADDRESS AT --------------------------------------[ADDRESS, CITY, COUNTRY], REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT ----------------- ACCOUNT NO. [0000] RESPONSIBILITY, THAT WE ARE READYIRREVOCABLY HOLD FOR OUR CLIENT, WILLING AND ABLE TO DELIVER, VIA SWIFT MT760 PER THE XXXXXXXX WORDING, ONE (1XXXXXXXXXXXXXXXXXXXXX), STANDBY LETTER OF CREDIT IN ACCORDANCE UNDER ACCOUNT NUMBER: [XXXXXXXXXX] CASH FUNDS AMOUNTING TO (EURO 00,000,000.00 (EURO TWO HUNDRED MILLION]), PRESENTLY HELD UNDER CUSTODY WITH ICC PUBLICATION NO. …. ISSUED BY ----------------------------- OUR BANK, IN FAVOR OF ……BANK ACCOUNT NUMBER XXX FOR THE BENEFIT OF [BUYER SELLER’S COMPANY NAME]. WITH A PRINCIPAL FACE VALUE OF TWO HUNDRED MILLION UNITED STATES DOLLARS (US$ 200,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION. WE FURTHER CONFIRM THAT THESE FUNDS ARE GOOD, CLEAN, CLEARED UNITED OF NON-CRIMINAL ORIGIN AND ARE FREE OF ANY LIEN AND ENCUMBRANCES AND WE HAVE PLACED AN ADMINISTRATIVE BLOCK ON THESE FUNDS IN FAVOR OF (SELLER’S COMPANY NAME) FOR THEIR BENEFIT FOR A PERIOD OF FORTY-FIVE (45) BANKING DAYS OR UNTIL THE STANDBY LETTER OF CREDIT TRANSACTION IS CASH-BACKED COMPLETED AS CONTAINED IN CONTRACT WITH TRANSACTION CODE NO: [XXXXXXXXXXXX] AND THE FUNDS WILL REMAIN UNENCUMBERED DURING THIS PERIOD. THIS OPERATIVE INSTRUMENT IS NEGOTIABLE, TRANSFERABLE AND ASSIGNABLE, TRANSFERABLEWITHOUT PRESENTATION TO US. THIS BANK BLOCK FUNDS IS SUBJECT TO THE UNIFORM RULES FOR BANK GUARANTEES UNDER ICC PUBLICATION NO 758 AND ITS LATEST REVISION. THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR HARD COPY CONFIRMATION TO FOLLOW. YOURS FAITHFULLY, DIVISIBLE FOR AND UNCONDITIONALLY. ON BEHALF OF: [NAME OF ISSUING BANK] [FULL ADDRESS] BANK OFFICER (1) BANK OFFICER (2)NAME: NAME: APPENDIX C PRE-ADVICE MT799 (Text may vary in substance, but the essential undertaking must be maintained) Transaction Code: Date: Issuing Bank: Bank Address: SWIFT MT 799 PU / ICBPO 12 % From Buyer Code: Bank to Provider FromTel/Fax: -------------------------- ToApplicant Name: --------------------------- AT THE REQUEST OF OUR CLIENT, XXXXXXXXXXXXXXXXXXXXXXXXXXXXX FOR THE BENEFIT OF XXXXXXXXXXXXXXXXXX, WE, XXXXXXXXXXXXXXXXXXXXXXXX, HEREBY IRREVOCABLY CONFIRM THAT WE ARE XXXXXXXX TO UNDERTAKE THE FOLLOWINGApplicant A/C: CURRENCY: EURO RECEIVING BANK NAME: Bank Address: SWIFT Code: Bank Tel/Fax: Account Name: Account No.: BANK OFFICER: Beneficiary Name:
Appears in 1 contract
Samples: Agreement
RESOLUTION OF THE BOARD OF DIRECTORS. THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXX HAVING IT’S CONTACT ADDRESS AT xxxxxxxxx (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 28 FEB 2015, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT: RESOLVED: THAT MR. ---------------, HOLDER OF PASSPORT NUMBER ---------------, CEO AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY. FURTHER RESOLVED: THAT MR -----, DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF XX JAN 2016. AGREED AND SIGN THIS DATE XX JAN 2016 FOR AND ON BEHALF OF LESSEE BUYER Name: MR. Passport: Nationality: Date of Issue: Date of Expiry: APPENDIX A Bank Confirmation Letter BANK CAPABILITY LETTER - EXHIBIT “BCL” ON BANK LETTERHEAD REGARDING THE AVAILABLE CREDIT LINE OR CASH TO USE FOR THE BG/SBLC LEASE SALE OR PURCHASE FROM BANK NAME BANK ADDRESS SWIFT CODE BANK OFFICER AMOUNT EURO/US$ 000,000,000.00 (XXX HUNDRED XXXXX XXXX MILLION) ACCOUNT NAME TO BANK NAME BANK ADDRESS SWIFT CODE TEL N°. FAX N°. EMAIL ADDRESS BANK OFFICER IN FAVOR OF TRANSACTION CODE DEAR SIRS, WE, - ________________________- REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY ISSUE THIS BANK CAPABILITY LETTER CONFIRMING WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNT HOLDER XXXXXXXXXXXXX THAT THEY HAVE CASH FUNDS/CREDIT FACILITY) IN THE AMOUNT OF EURO/US$ XXX HUNDRED XXXXX XXXX MILLION (EUR/US$000,000,000.00) AS OF THE DATE OF THIS TRANSMISSION BEING THE FIRST TRANCHE AMOUNT TO LEASE SALE OR PURCHASE FROM THE LESSOR SELLER FRESH CUT STAND-BY LETTER OF CREDIT (SBLC) TO BE ISSUED FROM ANY TOP PRIMARY BANK. WE HEREBY ALSO CONFIRM THAT THESE FUNDS ARE LEGALLY EARNED, GOOD, CLEAN, CLEARED AND OF NONCRIMINAL ORIGN AND VERIFIABLE ON BANK-TO-BANK BASIS BY PHONE OR FAX. THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSORSELLER. FOR AND ON BEHALF OF ____________________________ ___________________________ BANK OFFICER: (1) BANK OFFICER: (2) TITLE PIN: TITLE PIN: BANK SEAL _____________________________________________________________ ______________________________ ________ THIS BCL BANK CAPABILITY WILL BE SENT BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURS AFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE LESSORSELLER. Signed and sealed this XXXXXXXXXX 2015 (Signature) (Seal) ___________________________________ Authorized Signature OF CLIENT Name : Title : Passport No. : Country : Issue Date : Expiry Date : APPENDIX B RWA by 799 by Lease Sale Instrument WE, ---------------------, WITH REGISTERED ADDRESS AT --------------------------------------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT ----------------- ACCOUNT NO. [0000] THAT WE ARE READY, WILLING AND ABLE TO DELIVER, VIA SWIFT MT760 PER THE XXXXXXXX WORDING, ONE (1), STANDBY LETTER OF CREDIT IN ACCORDANCE WITH ICC PUBLICATION NO. …. ISSUED BY ----------------------------- IN FAVOR OF ……BANK ACCOUNT NUMBER XXX FOR THE BENEFIT OF [BUYER NAME]. WITH A PRINCIPAL FACE VALUE OF TWO HUNDRED MILLION UNITED STATES DOLLARS (US$ 200,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION. WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT IS CASH-BACKED AND IS ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY. APPENDIX C SWIFT MT 799 PU / ICBPO 12 % From Buyer Bank to Provider From: -------------------------- To: --------------------------- AT THE REQUEST OF OUR CLIENT, XXXXXXXXXXXXXXXXXXXXXXXXXXXXX FOR THE BENEFIT OF XXXXXXXXXXXXXXXXXX, WE, XXXXXXXXXXXXXXXXXXXXXXXX, HEREBY IRREVOCABLY CONFIRM THAT WE ARE XXXXXXXX TO UNDERTAKE THE FOLLOWING:
Appears in 1 contract
Samples: Deed of Agreement
