Several liability means each seller answers only for their own proportionate share of a warranty or indemnity claim, usually based on their percentage ownership of the business being sold.
Technically, it is a liability structure under which the buyer can only recover from each seller up to that seller’s individual share of the total claim, with no seller answering for another seller’s shortfall. It is the more common structure in Australian deals with several shareholders of uneven size, such as multiple founders or a mix of founders and employee shareholders.
Sellers want several liability because it means their maximum exposure is fixed and predictable, tied only to their own stake. Buyers would generally prefer joint and several liability so they are not left short if one seller cannot pay their share, though in deals with genuinely diverse ownership this is often accepted as reasonable rather than fought hard.
Several liability can still be adjusted at the edges: a separate cap per seller, or carve-outs that apply joint and several liability to specific indemnities (title and tax are common candidates) while keeping general warranties several. Read the carve-outs as closely as the headline structure.
What you as a seller should push back on: any carve-out that quietly reintroduces joint and several liability for the warranty categories most likely to generate a claim. Confirm your cap is expressed as your own proportionate share, not a shared pool.