Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
(b) A Note Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article 12 upon:
(i) the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) of the applicable Guarantor if such sale, disposition or other transfer is not prohibited by this Indenture, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, any Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers,
(ii) the Company designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,” and
(iii) the Issuers’ exercise of their defeasance options under Article 8.
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
(b) A Guarantee as to any Restricted Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of the following:
(A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, disposition or other transfer is made in compliance with this Indenture;
(B) the Issuer designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; or
(C) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and
(ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof.
(c) A Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon:
(A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Af...
Limitation on Liability; Release. Any term or provision of this Indenture to the contrary notwithstanding, the maximum, aggregate amount of the obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be guaranteed without rendering this Indenture, as it relates to any Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable Bankruptcy Laws or laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
(b) A Notes Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall automatically and unconditionally be deemed to be released from all of its obligations under this Indenture upon (i) the satisfaction and discharge of this Indenture pursuant to Section 8.01(a) or the legal defeasance or covenant defeasance of the notes in accordance with Section 8.01(b), (ii) the sale or other disposition of all the outstanding Capital Stock of such Guarantor in accordance with the terms of this Indenture or (iii) the transfer of all of the assets of such Guarantor to the Issuer or another Guarantor or as otherwise permitted by this Indenture.
Limitation on Liability; Release. Each Seller acknowledges and agrees that the Member Representative is not liable to Sellers or Buyer for any act the Member Representative does or fails to do under this Agreement. The Sellers severally and not jointly (in accordance with their pro rata Membership Interests immediately before the Closing (“Pro Rata Share”) indemnify the Member Representative and hold him harmless against any Losses incurred without gross negligence or bad faith (as determined by a court of competent jurisdiction) on the Member Representative’s part and arising out of or in connection with his acceptance or administration of his duties under this Agreement. Each Seller’s obligation with respect to the Member Representative under this Section 6.25(B) survives the Closing and continues indefinitely (and does not merge into any instrument of conveyance or limited in duration by any applicable statute of limitations or otherwise).
Limitation on Liability; Release. 20 Section 9.01. No Personal Liability. 20 Section 9.02. Release. 20 Section 9.03. Limitation of Liability. 20 Section 9.04. Survival. 20 ARTICLE 10 INDEMNIFICATION 20 Section 10.01. Obligation to Indemnify 20 Section 10.02. Contractual Liability. 21 Section 10.03. Defense of Claim, Etc. 21 Section 10.04. Notification and Payment. 21 Section 10.05. Survival. 21
Limitation on Liability; Release. 16 Section 11.01. Limited Liability of the City 16 Section 11.02. Release 17 ARTICLE 12 INDEMNIFICATION 17 Section 12.01. Obligation to Indemnify 17 Section 12.02. Contractual Liability 18 Section 12.03. Defense of Claim, Etc. 18 Section 12.04. Notification and Payment 18 Section 12.05. Survival 18 ARTICLE 13 CONSENTS AND APPROVALS 18 Section 13.01. Effect of Granting or Failure to Grant Approvals or Consents 18 Section 13.02. Remedy for Refusal to Grant Consent or Approval 19
Limitation on Liability; Release. The Equityholders Representative shall not be liable to any Equityholder for any act of the Equityholders Representative taken in good faith and in the exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement(it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment), except to the extent of any Damages actually incurred by such Person as a proximate result of the gross negligence or bad faith of the Equityholders Representative. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to hereby (i) agree that the Equityholders Representative shall not be liable for, and may seek indemnification from the Equityholders for, any Damages incurred by the Equityholders Representative while acting in good faith and in the exercise of its or his reasonable judgment and arising out of or in connection with the acceptance or administration of its or his duties under this Agreement, and (ii) release the Equityholders Representative from any Liability for any action taken or not taken by the Equityholders Representative in its capacity as such under or in connection with this Agreement, in each such case except to the extent that any such Damages are the proximate result of the gross negligence or bad faith of the Equityholders Representative.
Limitation on Liability; Release. 16 Section 11.01. Limited Liability of the City. 16 Section 11.02. Release. 17 ARTICLE 12 INDEMNIFICATION 17 Section 12.01. Obligation to Indemnify. 17 Section 12.02. Contractual Liability. 18 Section 12.03. Defense of Claim, Etc. 18 Section 12.04. Notification and Payment. 18 ARTICLE 13 CONSENTS AND APPROVALS 18 Section 13.01. Effect of Granting or Failure to Grant Approvals or Consents. 18 Section 13.02. Remedy for Refusal to Grant Consent or Approval. 18 Section 13.03. No Unreasonable Delay; Reasonable Satisfaction; Discretion. 19 ARTICLE 14 INVESTIGATIONS; REFUSAL TO TESTIFY 19 Section 14.01. Cooperation. 19 Section 14.02. Hearings. 19 Section 14.03. Adjournments of Hearing, Etc. 20 Section 14.04. Penalties. 20 Section 14.05. Criteria for Determination. 20 Section 14.06. Definitions. 21 Section 14.07. Failure to Report Solicitations. 21 ARTICLE 15 EVENTS OF DEFAULT AND CERTAIN REMEDIES 21 Section 15.01. Events of Default. 21 Section 15.02. Certain Remedies. 23 Section 15.03. Remedies Not Exclusive. 23 Section 15.04. Survival. 23
Limitation on Liability; Release. 64 SECTION 11.03.
