A major advantage of commercial paper is that it does not need to be registered with the Securities and Exchange Commission (SEC) as long as it matures nine months or 270 days ago, making it a very profitable means of financing. Although maturities can reach 270 days before entering the SEC`s jurisdiction, commercial paper maturities average about 30 days and rarely reach this threshold. The proceeds of this type of financing can only be used for working capital or inventory and cannot be used for fixed assets, such as . B a new factory. without the participation of the SEC. (c) in the event that (i) the issuer or a guarantor notifies the broker in accordance with Article 4.3(a) and (ii), the broker does not inform the issuer that it will then hold debt securities in its portfolio, and (iii) the issuer decides not to immediately amend or supplement the private placement memorandum in the manner described in clause (b) above; thereafter, all solicitations and sales of debentures will be suspended until the issuer has amended or completed the private placement note and made such amendment or supplement available to the dealer. 4.4 The Issuer agrees that at no time will it issue Banknotes in circulation for a total amount greater than the approved amount of the respective guarantees. Section 5. This indemnification does not apply to the extent that the claim arises from or is based on Information from merchant or gross negligence or wilful misconduct on the part of Merchant in the performance or non-performance of its obligations under this Agreement. 5.2 The provisions relating to claims for compensation under this Section 5 are set out in Annex B to this Agreement.
5.3 In order to ensure a fair and reasonable contribution in circumstances where the compensation provided for in this Section 5 is deemed unavailable or insufficient, to compensate the beneficiaries even if they are applicable in accordance with the provisions of this Section 5, the Issuer and the Guarantors will jointly and severally contribute to the total costs incurred by the Trader in connection with a claim in proportion to the respective economy the interests of the issuer and the guarantors, on the one hand, and the broker, on the other; provided, however, that such contribution is made by the Issuer and the Guarantors in an amount that does not exceed the sum of the commissions and fees earned by the Trader under this Agreement in respect of the issuance or issuance of Bonds to which such claim relates. The respective economic interest is calculated by reference to the total proceeds of the Notes issued under this Agreement to the Issuer and the total commissions and fees received by the Broker under this Agreement. Section 6. Definitions 6.1 “Law” have the meaning set out in section 5.1. 6.2 “Company Information” means, at any time, the Private Placement Memorandum and, if applicable, (i) the Issuer`s most recent Report on Form 10-K filed with the SEC and any Report on Form 10-Q or 8-K filed by the Issuer with the SEC since the last Form 10-K, in any event as amended from time to time, as amended from time to time, (ii) any other publicly available report of the issuer, including, but not limited to, publicly available filings or reports made available to its shareholders, (iii) any other information or information prepared or published in accordance with Section 4.3 of this Agreement, and (iv) any information provided by the Issuer for disclosure to investors or potential investors in the Notes. have been prepared or approved. OTHER INDEMNIFICATION PROVISIONS (a) The Issuer and the Guarantors jointly and severally agree to reimburse each Indemnifier for all costs (including reasonable fees and external attorneys` disbursements) incurred by it in connection with the investigation or defense of any loss, claim, damage, liability or action for which compensation may be sought under Article 5 of the Agreement (regardless of: whether or not it is a party to such proceedings). (b) upon receipt of notification of the existence of a claim to a claimant who may be the subject of a claim, where a claim is to be made against the issuer or a guarantor in respect of that claim, that claim shall inform the issuer and that guarantor in writing of the existence of such a claim; provided that (i) failure to notify either issuer or such guarantor does not relieve either of them of any liability they may have hereunder, unless and unless otherwise known and such failure results in the loss of each of them of essential rights and defenses, and (ii) omission; notifying the issuer or guarantor will not ease the burden. it may be liable to a person entitled to compensation other than under this indemnification contract. The indemnification, reimbursement and contribution obligations of the Issuer and the Guarantors under this Agreement are in addition to any other liability that the Issuer and the Guarantors otherwise have towards a person entitled to compensation and shall be binding on and in favour of all successors, assigns, heirs and personal representatives of the Issuer, guarantors and all persons entitled to compensation. Holdings Inc., the Additional Guarantors and the Broker terminate on January 25, 2007 with respect to the sale and offering of short-term promissory notes in the United States (the “Prior Agreement”) (except for the provisions contained in the prior agreement to survive termination) and the parties waive the notice period required by section 7.3 of the Pre-Agreement […].