Newsletter-21

69 COMMERCIAL LAW the seller or, if already received the payment, return such amount to the seller. No Other Remedies It is generally agreed by the parties that the seller’s liability under the SPA shall be exclusively governed by the SPA, and the purchaser may claim compensation from the seller only based on the provisions of the SPA, and no other remedy under the applicable laws shall be available. However, it must be taken into consideration that such ex- clusion may not be allowed under the applicable laws, and the man- datory rules of such applicable laws may apply despite the parties’ agreement. Conclusion SPAs include indemnity clauses to protect the purchaser against the breach of the representations and warranties given by the seller, as a means of allocating risks and liabilities. However, the liability of the seller for indemnification is limited by the parties especially in terms of time and money, except for the claims arising due to fraud or wilful misconduct by the seller. The extent of the limitation may differ ac- cording to the subject matter of the claim. Indemnification clauses also regulate, among other things, the purchaser’s notification requirement in the event of third party claims, the purchaser’s obligation to take all reasonable steps to avoid or mitigate any loss or damage incurred by it prior to directing a claim towards the seller, prohibition of recovery more than once in respect of the same matter upon which the relevant claim is based, and non-availability of other remedies under the ap- plicable laws other than the provisions of the SPA.