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Dover LLC Doa-1

This Partnership Agreement outlines the investment management of real estate, infrastructure, healthcare, and green energy projects between Dover LLC (Party A) and an unspecified manager (Party B) via SWIFT MT103 wire transfers. The total investment amount is $306 million, with specified tranches and procedures for fund transfers and management. The agreement includes provisions for enforceability, jurisdiction, arbitration, and the responsibilities of both parties.

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0% found this document useful (0 votes)
29 views12 pages

Dover LLC Doa-1

This Partnership Agreement outlines the investment management of real estate, infrastructure, healthcare, and green energy projects between Dover LLC (Party A) and an unspecified manager (Party B) via SWIFT MT103 wire transfers. The total investment amount is $306 million, with specified tranches and procedures for fund transfers and management. The agreement includes provisions for enforceability, jurisdiction, arbitration, and the responsibilities of both parties.

Uploaded by

Kenneth
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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AGREEMENT NUMBER: SOC/AES/07092024 1/11

DATE: May 24 , 2025

This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR REAL


ESTATE, INFRASTRUCTURE, HEALTH CARE & GREEN ENERGY PROJECT INVESTMENTS VIA SWIFT
MT103 WIRE TRANSFER, AGREEMENT NO: SOC/AES/07092024 (hereinafter, referred to, as
“ the Agreement” ) is entered on this Saturday, September 2 1 , 2 0 2 4 , by and between
the following parties:

PARTY A / - THE INVESTOR:

COMPANY NAME: DOVER LLC

COMPANY ADDRESS: 2800 WEST 7th Street,DOWNERS


GROOVE IL 60515 CHICAGO USA
COMPANY REGN NO 65450022959

REPRESENTED BY: ALVARADO MIGUEL ALEJANDRO

PASSPORT NUMBER: 594505497

DATE OF ISSUE/EXPIRY 23.09.2018/22.09.2028

BANK NAME: BANK OF AMERICA

BANK ADDRESS: 5001 FLORIDA AVE S, LAKELAND, FL


33813, UNITED STATES
SWIFT CODE: BOFAUS3N

IBAN: ---

ACCOUNT NUMBER: 961378S8S446

ACCOUNT NAME: DOVER LLC

And

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 2/11

DATE: May 24, 2025

PARTY-B / THE MANAGER:

COMPANY NAME:

COMPANY ADDRESS:

COMPANY REGN NO

REPRESENTED BY:

PASSPORT NUMBER/COUNTRY

DATE OF ISSUE/EXPIRY

BANK NAME:

BANK ADDRESS:

IBAN:

ACCOUNT NUMBER:

ACCOUNT NAME:

SWIFT CODE:

BANK OFFICER:

BANK E-MAIL:

BANK TEL:

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 3/11

DATE: May 24, 2025

WHEREAS Party B has the capacity and will strictly abide by all Banking Laws and
Regulations, set through compliance and due diligence requirements for all
International Banking / Business / Commodity transactions worldwide. Party B has
the ability to accept deposits / funds from around the World, Party B has the
ability to accept / conclude International Global Payment Initiative through SWIFT
MT1 0 3 WIRE TRANSFER

WHEREAS Party B will manage all the payment instructions of Party A (the
investor). WHEREAS: Party- B is ready and able to receive this Pay Order as a
joint venture investment for all parties herein for the execution of various
infrastructure development projects, & Part- B is ready willing and able to
receive said CASH TRANSFERS from Party-A, these funds will be invested/disbursed
by Party-B as per PAYOUT LIST instructions.

WHEREAS: Party- A represents and warrants, with full corporate and legal
responsibility, that he has permission to enter into this Joint Venture Investment
Agreement, as well as declares under penalty of perjury that the funds as per
Party A bank statement hereby noted as Annexure are good, clean, clear, and free
of non-criminal origin, are free and clear of all liens, encumbrances and third
parties’ interests.

WHEREAS: Party-B is ready will and able to Receive by way of Cash Transfer via
SWIFT MT103 WIRE TRANSFER which will be disbursed in accordance with Project
requirements and with the PAYOUT LIST instructions.

III. DESCRIPTION OF TRANSACTION

INSTRUMENT
SWIFT MT103 WIRE TRANSFER

DOLLAR
CURRENCY

TOTAL AMOUNT $ 306,000,000.00(THREE HUNDRED AND SIX


MILLION DOLLAR) WITH ROLLS &
EXTENSIONS

FIRST TRANCHE $ 5,000,000.00 (FIVE MILLION DOLLAR)

SECOND TRANCHE
$ 49,000,000.00 (FORTY-NINE MILLION
DOLLAR)

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 4/11

DATE: May 24, 2025

THIRD RANCHE
$ 100,000,000.00 (ONE HUNDRED MILLION
DOLLAR)

CONSECUTIVE TRANCHES TO BE AGREED

DISTRIBUTION PERIODE SWIFT MT103 WITHIN FIVE BANKING


DAYS AFTER RECEIPT AND CREDITING
OF EACH TRANCHE

PROCEDURES SWIFT MT1 0 3 WIRE TRANSFER:

1 . THE SENDER AND RECEIVER SIGNS THE CONTRACT;


2 . THE SENDER TRANSFERS THE FUNDS AND PROVIDES A COPY OF THE FUNDS TRANSFER TO
THE RECEIVER;
3 . THE RECEIVER WILL VERIFY ITS BANK ACCOUNT;
4 . THE RECEIVER WILL CONFIRM IN WRITING THE ARRIVAL OF THE FUNDS;
5. THE RECEIVER WILL DISTRIBUTE THE FUNDS AS PER THE UNDERLAYING INVESTMENT
AGREEMENTS.

NON-SOLICITATION

Receiver hereby confirms and declares that its associates or representatives, or


any other person(s) 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 future transaction. 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 delay( s ) or failure( s ) in performance
is(are) not caused by event(s) or circumstance beyond the control of such party
in default.
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire,
Flood, Earthquake or other natural disasters, and any other cause not within the
control of such nonperforming party, or which the non- performing party by exercise
of reasonable diligence is unable to foresee or prevent or remedy.

REPRESENTATIONS AND WARRANTIES

( a ) 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 this transaction.

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 5/11

DATE: May 24, 2025

(b) Enforceability. This Agreement constitutes the legal, valid and binding
obligation of such party enforceable in accordance with its terms.

( c ) Consents and Authority. No consents or approvals are required from


any governmental authority or other person for it to enter into this Agreement.
All actions on the part of such acting 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.

( d ) 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.
( e ) 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. Both Parties shall do so
in respect of each other and under this Agreement written conditions.

MISCELLANEOUS

( a ) Notice( s ) . The two authorized signatories will execute any modifications,


amendments, and addendums or follow-on contracts respectively. When signed and
referenced to this Agreement, whether received by mail or facsimile transmission
as all and any facsimile or photocopies certified as true copies of the originals
by both Parties hereto shall be considered as an original, both legally binding
and enforceable for the term of this Agreement.
(b) 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.
(c) 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.
(d) Amendments . This Agreement may not be amended, altered, or modified except
(i) upon the unanimous by instrument in writing and signed by each of the Investor
and Asset Manager.
(e) 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.
(f) 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 and delivered to each of the Parties.

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 6/11

DATE: May 24, 2025

(g) Applicable Law; Jurisdiction . This Agreement shall be governed by and


construed in accordance with the laws of Paris. The Parties consent to the
exclusive jurisdiction of the Paris 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.
(h) 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.
No Rights of Third Parties. 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

( i ) 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.
(j) 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.
(k) 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.
(l) No Broker. Each Investor and Asset Manager represents and warrants that it
has not dealt with any broker in connection with this Agreement and agrees to
indemnify, defend, and hold harmless each other party hereto and its Affiliates
from all claims and/or damages as a result of this representation and warranty
being false.
(m) Currency. Any exchange of funds between Sender and Receiver shall be made
in the same currency in which the Sender transferred the investment fund. In
addition, all calculations pursuant to this Agreement and any Joint Venture
Agreement shall be based on ICC regulations in Paris.
ARBITRATION

(a) 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, Paris, France.
(b) Every attempt shall be made to resolve disputes arising from unintended or
inadvertent violation of this contractual Agreement as far as possible amicably.
If adjudication is required, local legal process shall be preceded 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.
(c) 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,

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 7/11

DATE: May 24, 2025

nor modify this Agreement, except by an instrument in writing signed by both


Parties.
( d ) This Agreement will be governed by and construed in accordance with the laws
of the United Kingdom. If either party shall be required to bring any legal
actions against the other to enforce any of the terms of this Agreement the
prevailing party shall be entitled to recover reasonable attorney fees and costs.
(e) All Communications will take place on the account to account only. No
exceptions, e-mail, attachments of this document, when duly executed are to be
considered originals and binding documents.
(f) 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 of
this Agreement, duly signed by both Parties, shall be deemed original.

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with
seals upon this Agreement as of this date of the September 21, 2024

INVESTOR OR “ PARTY A”: DEVELOPER OR “ PARTY


FLOWSERVE LLC.

SIGNATORY: ALVAREZ MIGUEL ALVARADO SIGNATORY:

PASSPORT NUMBER: 594505497. PASSPORT NUMBER:


COUNTRY OF ISSUE: USA COUNTRY OF ISSUE:

DATE OF ISSUE: 23 .09.2018 DATE OF ISSUE:

DATE OF EXPIRE: 22.09.2028 DATE OF EXPIRE:

DATE SIGNED: September 21, 2024 DATE SIGNED:

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 8/11

DATE: May 24, 2025

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

LEFT BLANK INTENTIONALLY

PASSPORT COPY OF PARTY A:

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 9/11

DATE: May 24, 2025

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 10/11

DATE: May 24, 2025

PASSPORT COPY OF PARTY B

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 11/11

DATE: May 24, 2025

CERTIFICATE OF INCORPORATION OF PARTY B:

Party A Party
AGREEMENT NUMBER: SOC/AES/07092024 12/11

DATE: May 24, 2025

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 CENTRE FOR TRADE FACILITATION AND
ELECTRONIC BUSINESS (UN/CEFACT).
EDT DOCUMENTS SHALL BE SUBJECT TO DOLLARPEAN 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.

================ END OF DOCUMENT =================

Party A Party

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