In construing indemnity agreements within investment schemes, the regulatory context (including prescribed interest requirements and taxation advantages) constitutes an important surrounding circumstance. Force majeure clauses requiring events 'beyond the control of' a party are not satisfied by mere commercial impracticability such as a fall in commodity prices. Where an indemnity clause requires identification of a relevant 'event', the inquiry is directed to the immediate cause rather than the ultimate or 'real' cause. The word 'punctually' in a long-term contractual arrangement may lose its usual connotation of precision in timing where the indemnifier has no direct financial interest in punctuality and the long-term nature of the agreement makes it unlikely that a late payment at the outset was intended to render the indemnity ineffective.
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