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

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of the Subsidiary Guarantor hereunder shall be limited to the maximum amount as would not render the Subsidiary Guarantor’s obligations subject to avoidance under any applicable laws, including, without limitation, applicable fraudulent conveyance provisions of any such applicable laws, or would not result in a breach or violation by the Subsidiary Guarantor of any provision of any then-existing agreement to which it is party, including any agreements entered into in connection with the acquisition or creation of the Subsidiary Guarantor; provided that such prohibition was not adopted to avoid guaranteeing the Notes. (b) The Note Guarantee of the Subsidiary Guarantor will terminate and the Subsidiary Guarantor shall be released and relieved of its obligations under its Note Guarantee in the event that: (1) a sale or other disposition (including by way of consolidation or merger) of all or a portion of the Capital Stock of a Subsidiary Guarantor following which the Subsidiary Guarantor is no longer a Subsidiary of the Company or a sale or disposition (including by way of consolidation or merger) of all or substantially all the assets of the Subsidiary Guarantor otherwise permitted by this Indenture; (2) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture, as provided under Article 8 and Article 12; or (3) the liquidation or dissolution of the Subsidiary Guarantor; provided that no Event of Default occurs as a result thereof or has occurred and is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) The Any term or provision of this Indenture to the contrary notwithstanding, the obligations of the Subsidiary each Guarantor hereunder shall will be limited to the maximum amount as would will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not render the Subsidiary Guarantor’s obligations subject to avoidance constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any applicable laws, including, without limitation, applicable fraudulent conveyance provisions similar laws affecting the rights of any such applicable laws, or would not result in a breach or violation by the Subsidiary Guarantor of any provision of any then-existing agreement to which it is party, including any agreements entered into in connection with the acquisition or creation of the Subsidiary Guarantor; provided that such prohibition was not adopted to avoid guaranteeing the Notescreditors generally. (b) The Any Note Guarantee of the Subsidiary Guarantor will terminate and the Subsidiary a Guarantor shall be automatically and unconditionally released and relieved of its obligations under its Note Guarantee in the event thatdischarged upon: (1) a sale or other disposition (including by way of consolidation or merger) of all or a portion of the Capital Stock of a Subsidiary such Guarantor following which or the Subsidiary Guarantor is no longer a Subsidiary of the Company or a sale or disposition (including by way of consolidation or merger) of all or substantially all the assets of the Subsidiary Guarantor to any Person (other than to the Issuer or a Restricted Subsidiary) and as otherwise permitted by this Indenture; (2) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge the designation in accordance with this Indenture of the Indenture, Guarantor as provided under Article 8 and Article 12; oran Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) the liquidation defeasance or dissolution discharge of the Subsidiary Guarantor; Notes, as provided that no Event of Default occurs as a result thereof or has occurred in Articles VIII and is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture.XI;

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of the each Subsidiary Guarantor hereunder shall be limited to the maximum amount as would not render the shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor’s obligations subject Guarantor and after giving effect to avoidance under any applicable laws, including, without limitation, applicable fraudulent conveyance provisions collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such applicable lawsother Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, or would not result in the Guaranteed Obligations not constituting a breach fraudulent conveyance, fraudulent transfer or violation by the Subsidiary Guarantor of any provision of any then-existing agreement to which it is party, including any agreements entered into in connection with the acquisition or creation of the Subsidiary Guarantor; provided that such prohibition was not adopted to avoid guaranteeing the Notessimilar illegal transfer under applicable law. (b) The Note Guarantee of the Subsidiary Guarantor will terminate and the Each Subsidiary Guarantor shall be released and relieved of its obligations under its Note Subsidiary Guarantee in the event that: (1i) there is a sale or other disposition (including by way of through a consolidation or merger) of all or a portion of the Capital Stock of a such Subsidiary Guarantor following which the such Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company or Company; (ii) there is a sale of all or disposition substantially all of the assets of such Subsidiary Guarantor (including by way of consolidation merger, stock purchase, asset sale or mergerotherwise) of all to a Person that is not (either before or substantially all after giving effect to such transaction) the assets of the Company or a Subsidiary Guarantor otherwise permitted by this Indenture;Guarantor; or (2iii) upon Legal Defeasance, Covenant Defeasance or there is a satisfaction and discharge of the Indenture, as provided under Article 8 and Article 12; or (3) the liquidation or dissolution of the Subsidiary Guarantor; provided that no Event of Default occurs as a result thereof or has occurred and is continuingthis Indenture pursuant to Section 8.5; provided, that the transaction is in each case, such transactions are carried out pursuant to, to and in accordance with, with all other applicable covenants and provisions of this Indenturehereof.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of the Subsidiary each Guarantor hereunder shall be limited to the maximum amount as would not render the Subsidiary Guarantor’s obligations subject shall, after giving effect to avoidance under all other contingent and fixed liabilities of such Guarantor and after giving effect to any applicable laws, including, without limitation, applicable fraudulent conveyance provisions collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such applicable lawsother Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, or would not result in the Guaranteed Obligations not constituting a breach fraudulent conveyance, fraudulent transfer or violation by the Subsidiary Guarantor of any provision of any then-existing agreement to which it is party, including any agreements entered into in connection with the acquisition or creation of the Subsidiary Guarantor; provided that such prohibition was not adopted to avoid guaranteeing the Notessimilar illegal transfer under applicable law. (b) The Note Guarantee of the Subsidiary Guarantor will terminate and the Subsidiary Each Guarantor shall be released and relieved of its obligations under its Note Guarantee in the event that: (1i) there is a Legal Defeasance or a Covenant Defeasance of the Notes pursuant to Article VIII; (ii) there is a sale or other disposition (including by way of through a consolidation or merger) of all or a portion of the Capital Stock of a Subsidiary such Guarantor following which the Subsidiary such Guarantor is no longer a direct or indirect Subsidiary of the Company or Parent Guarantor; (iii) there is a sale of all or disposition substantially all of the assets of such Guarantor (including by way of consolidation merger, stock purchase, asset sale or mergerotherwise) of all to a Person that is not (either before or substantially all after giving effect to such transaction) the assets of the Subsidiary Guarantor otherwise permitted by this IndentureCompany or a Guarantor; (2iv) upon Legal Defeasance, Covenant Defeasance or the Guarantor shall become prevented from guaranteeing the Notes by local law; or (v) there is a satisfaction and discharge of the Indenture, as provided under Article 8 and Article 12; or (3) the liquidation or dissolution of the Subsidiary Guarantor; provided that no Event of Default occurs as a result thereof or has occurred and is continuingthis Indenture pursuant to Section 8.7; provided, that the transaction is in each case, such transactions are carried out pursuant to, to and in accordance with, with all other applicable covenants and provisions of this Indenturehereof.

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of the Subsidiary Guarantor hereunder shall be limited to the maximum amount as would not render the Subsidiary Guarantor’s obligations subject to avoidance under any applicable laws, including, without limitation, applicable fraudulent conveyance provisions of any such applicable laws, or would not result in a breach or violation by the Subsidiary Guarantor of any provision of any then-existing agreement to which it is party, including any agreements entered into in connection with the acquisition or creation of the Subsidiary Guarantor; provided that such prohibition was not adopted to avoid guaranteeing the Notes. (b) The Note Guarantee of the Subsidiary Guarantor will terminate and be released upon, and the Subsidiary Guarantor shall be released and relieved of its obligations under its Note Guarantee in the event that: (1) a sale or other disposition (including by way of consolidation or merger) of all or a portion of the Capital Stock of a the Subsidiary Guarantor following which the such Subsidiary Guarantor is no longer a Subsidiary of the Company or a sale or disposition (including by way of consolidation or merger) of all or substantially all the assets of the Subsidiary Guarantor otherwise permitted by this Indenture; (2) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture, as provided under Article 8 and Article 1214; or (3) the liquidation or dissolution of the Subsidiary Guarantor; provided that no Event of Default occurs as a result thereof or has occurred and is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture.;

Limitation on Liability; Termination, Release and Discharge. (a) The obligations of the Subsidiary Guarantor hereunder shall be limited to the maximum amount as would not render the Subsidiary Guarantor’s obligations subject to avoidance under any applicable laws, including, without limitation, applicable fraudulent conveyance provisions of any such applicable laws, or would not result in a breach or violation by the Subsidiary Guarantor of any provision of any then-existing agreement to which it is party, including any agreements entered into in connection with the acquisition or creation of the Subsidiary Guarantor; provided that such prohibition was not adopted to avoid guaranteeing the Notes. (b) The Note Guarantee of the Subsidiary Guarantor will terminate and the Subsidiary Guarantor shall be released and relieved of its obligations under its Note Guarantee in the event that: (1) a sale or other disposition (including by way of consolidation or merger) of all or a portion of the Capital Stock of a Subsidiary Guarantor following which the Subsidiary Guarantor is no longer a Subsidiary of the Company or a sale or disposition (including by way of consolidation or merger) of all or substantially all the assets of the Subsidiary Guarantor otherwise permitted by this Indenture; (2) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture, as provided under Article 8 and Article 12; or (3) the liquidation or dissolution of the Subsidiary Guarantor; provided that no Event of Default occurs as a result thereof or has occurred and is continuing; provided, that the transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture.;