Shareholder Agreement Indemnity Clause

Monetary restrictions are also governed by compensation clauses in two categories: ceilings and lower limits. Damage, on the other hand, is the alternative available under the Contracts Act. The damages awarded to the purchaser, as explained above, are heavily penalized, since the applicant will be subject to several conditions that limit the extent of the damages that can be claimed. In addition, the absence of a cap on claims exposes the seller to uncertain liability. This distribution of risks and liabilities by a compensation clause in a BSG thus gives a guarantee to the transaction, since the exposure of one of the two parties to the transaction is defined. The safeguard clauses include indemnification clauses to protect the buyer from the breach of insurance and guarantees provided by the seller, in order to affect risks and liabilities. However, the seller`s liability for compensation is limited by the parties, including time and money, with the exception of claims arising from the seller`s fraud or intentional misconduct. The scope of the restriction may vary depending on the purpose of the claim. The exemption clauses include, among other things, the buyer`s obligation to declare third-party claims, the buyer`s obligation to take all reasonable steps to avoid or reduce losses or damages incurred before he is entitled to the seller, the prohibition of recovery more than once for the same purpose on which the right in question is based.

and the unavailability of other remedies under applicable laws that are not the provisions of the OSG. Compensation clauses may require the purchaser to take and obtain all reasonable measures to avoid or mitigate the losses or damages he suffers before a claim is claimed against the seller. The parties generally agree that the seller`s liability under the GSB is subject exclusively to the G.S.O., and the purchaser can only claim damages from the seller on the basis of the provisions of the OSG and there is no other remedy under the laws in force. It should be taken into account, however, that such an exclusion is not permitted by existing laws and that the mandatory provisions of these applicable laws may apply despite the agreement of the parties.