Newsletter-21

67 COMMERCIAL LAW of the de minimis amount) exceeds a certain percentage of the purchase price. It is up to the parties’ negotiations as to whether the seller’s li- ability shall be limited to the amount by which such aggregate amount exceeds the threshold, or it shall be liable for the whole amount instead of only the exceeding part. Non-Liability Finally, indemnity clauses regulate the cases where the seller shall not be liable at all, in respect of the claims by the purchaser. The following are several examples to such cases: To the extent that the claim arises out of, or is increased by, where applicable, (i) an act, omission or transaction carried out by the purchaser after the closing date; (ii) any change in the law or its generally accepted interpretation, including new taxations after the closing date; (iii) a breach by the purchaser of its obligations under the SPA; (iv) an act or omission of the seller made at the request of the purchaser; (v) the matters, facts or circumstances that have been disclosed to the purchaser in the data room, in the accounts or elsewhere, or which were publicly available prior to the signing of the SPA; (vi) the matters for which provision or allowance has been made in the accounts of the company as delivered to the purchaser. Other Provisions Third Party Claims If a matter, fact or circumstance that may cause the liability of the seller arises from the claims, allegations or acts of third parties, includ- ing public authorities, which are referred to as third party claims under the SPAs, the SPAs generally require the purchaser and/or the subject company to notify the seller in writing, within a determined time pe- riod following becoming aware of such matter, fact or circumstance. It may be regulated under the SPA that the purchaser, upon the seller’s request, will allow the seller to assume the case or legal pro- ceedings, and defend the third party claim on behalf of the purchaser and/or the company through its own legal representatives, and at its own cost. The purchaser may also choose to participate in the case