Common use of Limitation on Liability; Termination, Release and Discharge Clause in Contracts

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations under its Note Guarantee in the event: (1) there is a Legal Defeasance of the Notes in accordance with Section 8.1; or (2) there is (a) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or (b) a sale or disposition of all or substantially all of the assets of such Note Guarantor to a Person that is not an Affiliate of the Company; in each case, provided that the transaction is carried out pursuant to and in accordance with the applicable provisions of this Indenture. (c) On the date hereof, there are no Note Guarantors.

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under U.S. federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations obligations under its Note Guarantee in the event: (1) there is a Legal Defeasance of the Notes as described in accordance with Section 8.1; or; (2) there is (a) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or (b) a sale or disposition of all or substantially all of the assets of such Note Guarantor to a Person that is not an Affiliate of the Company; or (3) such Note Guarantor is designated as an Unrestricted Subsidiary in each caseaccordance with Section 3.13; provided, provided that the transaction pursuant to which a Note Guarantor is released and relieved of its obligations under its Note Guarantee is carried out pursuant to and in accordance with the any other applicable provisions of this Indenture. (c) On the date hereof, there are no Note Guarantors.

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations obligations under its Note Guarantee in the event: (1) there is a Legal Defeasance of the Notes as described in accordance with Section 8.1; or7.1; (2) there is (a) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or Company; (b3) a there is any sale or other disposition of all or substantially all of the assets of such Note Guarantor to a Person that is not third party, other than the Company or an Affiliate of the CompanyCompany (including by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture and such Note Guarantor is no longer a Material Domestic Subsidiary after giving effect thereto; (4) there is a merger or dissolution of such Note Guarantor into the Company or another Note Guarantor; or (5) in each casethe event such Note Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 3.13; provided, provided that the transaction pursuant to which a Note Guarantor is released and relieved of its obligations under its Note Guarantee is carried out pursuant to and in accordance with the any other applicable provisions of this the Indenture. (c) On the date hereof, there are no Note Guarantors.

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations obligations under its Note Guarantee in the event: (1) there is a Legal Defeasance of the Notes in accordance with as described under Section 8.1; or; (2) there is (a) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or Company; (b3) such Note Guarantor is Designated as an Unrestricted Subsidiary in accordance with Section 3.12; or (4) there is a sale or other disposition of all or substantially all of the assets of such Note Guarantor (including by way of merger or consolidation) to a Person that is not an Affiliate (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company; in each case, provided that the transaction is carried out pursuant to and in accordance with the any other applicable provisions of this Indenture. At the request of the Company, the Trustee shall execute and deliver an instrument evidencing such release, provided that the Trustee has received an Opinion of Counsel that all conditions precedent to such release have been complied with. (c) On the date hereof, there are no Note Guarantors.

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations under its Note Guarantee in the event: (1) there is a Legal Defeasance of the Notes in accordance with as described under Section 8.1; or (2) there is (a) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or (b) a sale or disposition of all or substantially all of the assets of such Note Guarantor to a Person that is not an Affiliate of the Company; in each case, provided that the transaction is carried out pursuant to and in accordance with the applicable provisions of this the Indenture. (c) On the date hereof, there are no Note Guarantors.

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note 73 -95- Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations under its Note Guarantee in the event: : (1) there 1)there is a Legal Defeasance of the Notes in accordance with as described under Section 8.1; or or (2) there 2)there is (a) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or (b) a sale or disposition of all or substantially all of the assets of such Note Guarantor to a Person that is not an Affiliate of the Company; in each case, provided that the transaction is carried out pursuant to and in accordance with the applicable provisions of this the Indenture. . (c) On the date hereof, there are no Note Guarantors.

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under U.S. federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations obligations under its Note Subsidiary Guarantee in the event: (1) there is a Legal Defeasance of the Notes as described in accordance with Section 8.1; or; (2) there is (a) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or (b) a sale or disposition of all or substantially all of the assets of such Note Guarantor to a Person that is not an Affiliate of the Company; or (3) such Guarantor is designated as an Unrestricted Subsidiary in each caseaccordance with Section 3.13; provided, provided that the transaction pursuant to which a Guarantor is released and relieved of its obligations under its Subsidiary Guarantee is carried out pursuant to and in accordance with the any other applicable provisions of this Indenture. (c) On the date hereof, there are no Note Guarantors.

Limitation on Liability; Termination, Release and Discharge. (a) The Obligations of each Note Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) A Note Guarantor will be released and relieved of its Obligations under its Note Guarantee in the event: (1) there is a Legal Defeasance of the Notes in accordance with Section 8.1; or (2) there is (ai) a sale or other disposition of Capital Stock of such Note Guarantor following which such Note Guarantor is no longer a direct or indirect Material Domestic Subsidiary of the Company or (bii) a sale or disposition of all or substantially all of the assets of such Note Guarantor to a Person that is not an Affiliate of the Company; in each case, provided that the transaction is carried out pursuant to and in accordance with the applicable provisions of this Indenture. (c) On the date hereof, there are no Note Guarantors.