Common use of Warranty Covenantors Clause in Contracts

Warranty Covenantors. 4.3.1 Each Warranty Covenantor hereby irrevocably and unconditionally covenants that in the event that it is Finally Determined that any Manager is liable to make any payment under the Warranties then to the extent that the loss suffered by NewCo in respect of the breach of Warranty giving rise to such liability exceeds the amount recoverable hereunder from that Manager and any other Manager who is a Liable Party (such excess being the “Excess Liability”) that Warranty Covenantor shall pay to NewCo an amount equal to his or her Relevant Warranty Covenantors’ Percentage of such Excess Liability provided that the aggregate liability of each Warranty Covenantor in respect of all amounts payable by that Warranty Covenantor pursuant to this Clause 4 shall in no event exceed an amount equal to his or her Maximum Liability Amount. 4.3.2 The Managers shall be deemed not to be liable to make any payment under the Warranties for the purpose of clause 4.3.1 unless such liability is Finally Determined or they have entered into a binding compromise agreement with the consent of each of the Warranty Covenantors.