REPRESENTATIONS AND WARRANTIES ON A DISPOSITION. In connection with any transfer described in this Section 4 in which Director Shares are to be sold by a Director Holder, Onex and the selling Onex Group Member may require the Director Holder to enter into agreements with the purchaser representing and warranting that, except as specifically disclosed to the purchaser in writing, such Director Holder at the time of the closing of such transfer, does not have actual knowledge that any representation or warranty made by the Corporation or any other shareholder in connection with the disposition was untrue in any material respect when made or is untrue in any material respect as of the closing; the liability of the selling Director Holder under such representation and warranty shall be limited to the amount which he receives from the sale of his Director Shares in connection with such transfer and shall be pro rata in accordance with the number of Shares sold by the Director Holder in relation to the Shares being sold by all holders.
REPRESENTATIONS AND WARRANTIES ON A DISPOSITION. In connection with any Approved Sale, in which Managementholder's Stock is to be sold by a Managementholder, the Corporation may require the Managementholder to enter into agreements with the purchaser representing and warranting that, except as specifically disclosed to the purchaser in writing, such Managementholder, at the time of the closing of the Approved Sale, does not have actual knowledge that any representation or warranty made by the Corporation or any other shareholder in connection with the Approved Sale was untrue in any material respect when made or is untrue in any material respect as of such closing; the liability of the selling Managementholder under such representation and warranty shall be limited to the amount which he receives from the sale of his Managementholder's Stock in connection with the Approved Sale and shall be pro rata in accordance with the number of shares of Common Stock sold by the Managementholder in relation to the shares of Common Stock being sold by all shareholders as part of the Approved Sale.
