Multiple Warrantor limits Sample Clauses

Multiple Warrantor limits. (a) Any Claim (other than a Shareholder Warranty Claim, a Claim for a breach of covenant by a Warrantor or a Claim for actions or omissions specific to a Warrantor) must be made by the Buyer against all Warrantors pro-rated between those Warrantors in accordance with each Warrantor’s Respective Proportions and not against some of those Warrantors only. (b) The Buyer must not, and must procure that no Group Company will, enter into any transaction, agreement or arrangement with any of the Warrantors the purpose of which is to release, avoid, or mitigate the liability of any of the Warrantors which does not apply in the same manner to all the Warrantors based upon their Respective Proportions. (c) In the event that an individual Warrantor does not satisfy a Claim (or that Warrantor’s Respective Proportion of a Claim), including as a result of that Warrantor’s limitation described in clause 10.9(a)(iii) or 10.9(b), the Buyer shall not be entitled to bring a Claim against any of the other Warrantors in respect of that non-satisfaction. (d) As between the Warrantors, if (despite the preceding provisions of clause 6 and this clause 10): (i) a Warranty Claim is made, the basis of which is that a Business Warranty is, or is alleged to be, untrue, inaccurate or misleading; (ii) a court of competent jurisdiction requires one or more Warrantors to pay an amount in respect of that Warranty Claim (the aggregate amount required to be paid by all such Warrantors, the “Judgment Amount”); and (iii) the amount required by the court to be paid by any individual Warrantor (a “Paying Warrantor”) in respect of that Warranty Claim exceeds its Respective Proportion of the Judgment Amount, then, unless any Paying Warrantor’s liability in respect of the Judgment Amount arose from the fraud or wilful misconduct on the part of such Paying Warrantor, the other Warrantors must severally (not jointly or jointly and severally) contribute an amount to such Paying Warrantor such that each Warrantor is paying its Respective Proportion of the Judgment Amount.