Newsletter-21

66 NEWSLETTER 2016 The seller’s liability under the SPA shall be eliminated with respect to the claims notified to it after the end of the said periods, without the need to give any response or notification. Further, SPAs may also regulate that the seller shall not be liable if the notice for the relevant claim is given at a time when the subject company is no longer a subsidiary of the purchaser. Monetary Limitations Monetary limitations are also regulated under two categories un- der indemnity clauses: upper limits and lower limits. It is common that the liability of the seller is limited to a certain percentage of the purchase price of the subject company. It may be regulated that the aggregate liability of the seller in respect of a claim under the SPA shall not, when aggregated with all other claims, exceed such determined percentage. Notwithstanding the foregoing, similar to the case explained under the time limitations above, claims relat- ing to different matters may be regulated separately, by specifying higher percentages for more significant representations and warran- ties. Claims relating to the authority and organization of the seller, the seller’s ownership to and validity of the shares are often either limited to 100% of the purchase price or not limited at all. It is also important to regulate that such monetary caps are not cumulative, i.e. claims under one representation and warranty would reduce the cap for the claims made under another representation and warranty. In addition to the upper limits, an individual de minimis amount is regulated under the SPAs so that the seller shall not be liable in respect of any claim, unless the amount of the liability exceeds a cer- tain amount, which can be determined either as a specific amount or a percentage of the purchase price (usually from 0.1% to 1.5%). Moreover, even if a claim is greater than the de minimis amount, a threshold (or basket in other words) may be regulated under the SPA that must be reached in aggregate for the purchaser to be able to make a claim against the seller. In such cases, it is regulated that the seller shall not be liable in respect of any claim unless the aggregate amount of such claim and all other claims under the SPA (each being in excess