This agreement (hereafter the "Master Agreement") is made between: ... omissis
10.4 In the event of any occurrence of Force Majeure which have the effect of making the fulfillment of the commitments of the Party impossible or unlawful, in whole or in part, concerned in the said case, these commitments will be reduced in so far as they are affected by Force Majeure and just for the time period in which the above-mentioned causes exist. Consequently, the respective obligations of the provision and withdrawal of natural gas, as well as those related to them or otherwise arising out of this Master Agreement or the Single Individual Contract will be suspended in whole or in part for the duration of the event of Force Majeure. 10.5 The impossibility invoked by the Purchaser to comply with its payment obligations under this Agreement Master will not be considered under any circumstances due to Force Majeure.
13. WARRANTY
13.1 If the individual Individual Contract requires the Buyer to provide a bank guarantee on first demand, as coverage of the exact and punctual fulfillment of all the obligations contained in this Master Agreement and the Individual Contract, the Bank Guarantee shall be issued by a leading Italian bank, or by the Italian branch of a leading foreign bank and must be submitted to the Seller in the time allowed by the Individual individual Contract, never less than five (5) working days. The
Seller also will specify the amount of the bank guarantee and the duration of the same. This Bank Guarantee will ensure the accurate and timely fulfillment of all the obligations contained in this Agreement and the Master Individual Contract, including those arising from the payment of the amounts due under the Contract Price. The text of the said Bank Guarantee must be equal in every respect to the one attached to this Agreement Master sub "D". 13.2 The Vendor may give to the Buyer the possibility to deliver a single bank guarantee to cover the exact and punctual fulfillment of all the obligations contained in this Master Agreement and more Individual Contracts, including those arising from the payment of the amounts due under of the Contract Price, as well as the possibility, in the case of DufEnergy Trading SA, to produce in replacement of the bank guarantee, a Parent Company Guarantee TBD. 13.3 The Bank Guarantee, as well as the Parent Company Guarantee, will involve expressly the renunciation of the benefits, rights or exceptions deriving from Articles 1944, 1945, 1955 and 1957 Italian Civil Code ... omissis
dispose of, in whole or in part, this Master Agreement and single Individual Contracts below it as well as the rights and obligations of any kind deriving from them without the prior written permission of the other Party, such consent shall not be unreasonably denied and, in any case, shall not be denied in the case of an assignment subsidiaries and / or controlling, as identified on the basis of the criteria laid down 'art. 2359 of the Civil Code, as well as in relation to financial institutions and credit institutions that are to receive payments by the Parties. ... omissis
APPENDIX "D" Bank Guarantee [On the letterhead of the Bank guarantor] Dear [] Our .ref.: Given that: - Between [] and [] (l '"Purchaser") was signed on [] a Master Agreement for Sale of Natural Gas Spot the Virtual Trading Point (the "Master Agreement"), and [on []] between the same [] and the Purchaser is / are / will be (was / s) stipulated / i (a) contract / s spot sale of natural gas at the Virtual Trading Point or PSV (the / i "Contract / the Individual / i") (the Master Agreement and / the contract / the Individual / s hereinafter, collectively, the "Contracts"). In conformity with Agreements, [] has requested to the Purchaser, the release in its favor of a bank guarantee on first demand of Euro [] (Euro [] / 00) to cover all claims arising from the above contracts, including those arising from the payment of the consideration for the sale of natural gas due under the Contract Price. That said, 1) The undersigned [NAME OF BANK], with its registered office at [] street [], registered in the Register of Companies of [], CF / P.IVA [], registered in the Register of Banks number [], represented by [], born in [] [], in his capacity as [], hereby authorized to sign the acts of surety in the name and on behalf of the guarantor Bank (hereinafter the "Bank" ), by virtue of the powers conferred on him by [], irrevocably undertakes to immediately pay to [], upon written request and without any proof or reason, any exception and without any prior notice, summons, formal notice or demand against the company [] all sums which [] will be entitled to require the above up to the amount of Euro [] (Euro [] / 00). 2) The Bank, as depicted above, declares that this warranty shall not apply the provisions of Articles 1944, 1945, 1955 and 1957 of the Italian Civil Code, of which, however, waives. 3) This warranty guarantees the fulfillment of all the obligations assumed by [] by virtue of the Contracts, either by way of compensation, either as compensation or compensation, and will be valid from the date of issuance thereof, extinguishing itself on the date of []. 4) This warranty is abstract and independent of the underlying contracts.
5) Any disputes concerning the interpretation, validity, effectiveness and enforcement of this warranty is exclusive jurisdiction to the Court of Milan. This warranty is completely regulated by Italian law. Sincerely. Place and Date [NAME OF BANK] [Seal and Signature] ____________________