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

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as 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 constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Any Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to any Person (other than to the Issuer or a Restricted Subsidiary) and as otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII and XI;

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as 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 constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Any Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to any Person (other than to the Issuer or a Restricted Subsidiary) and as otherwise permitted by this Indenture;, (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII and XI;,

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will shall be limited to the maximum amount as willshall, 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 constituting a fraudulent conveyance or fraudulent transfer under federal, foreign federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Any Note A Guarantee of a Guarantor shall be automatically and unconditionally released and discharged upondischarged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged: (1) a in connection with any sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all of the assets of that Guarantor (by way of merger, consolidation, or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Guarantor to any Person (other than to General Partner, the Issuer or a Restricted Subsidiary) and as otherwise permitted by this IndentureSubsidiary Guarantor; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the designation in accordance with this Indenture of General Partner, the Guarantor as an Unrestricted Issuer or a Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;Guarantor; or (3) defeasance or satisfaction and discharge of the Notes, as provided in Articles VIII and XI;this Indenture pursuant to Article 11 of this Indenture.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each the Additional Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such the Additional Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Guarantor under its Note Guarantee Guaranteed Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallyapplicable law. (b) Any Note Guarantee of a The Additional Subsidiary Guarantor shall be automatically and unconditionally released and discharged uponrelieved of its obligations under its Subsidiary Guarantee (except with respect to Guaranteed Obligations that by their terms survive) in the event that: (1i) there is a sale or other disposition (including by way of through a consolidation or merger) of the Capital Stock of such the Additional Subsidiary Guarantor following which the Additional Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company; (ii) there is a sale or disposition of all or substantially all of the assets of the Additional Subsidiary Guarantor (including by way of merger, stock purchase, asset sale or otherwise) to any a Person that is not (other than either before or after giving effect to such transaction) the Issuer Company or a Restricted Subsidiary) and as otherwise permitted by this Indenture;Subsidiary Guarantor; or (2iii) there is a satisfaction and discharge of the designation Indenture pursuant to Section 8.5 of the Indenture; provided, in each case, such transactions are carried out pursuant to and in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII all applicable covenants and XI;provisions thereof.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee Guaranteed Obligations not constituting a fraudulent conveyance or conveyance, fraudulent transfer or similar illegal transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallyapplicable law. (b) Any Note Guarantee of a Each Subsidiary Guarantor shall be automatically and unconditionally released and discharged uponrelieved of its obligations under its Subsidiary Guarantee in the event that: (1i) there is a sale or other disposition (including by way of through a consolidation or merger) of the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary of the Company; (ii) there is a sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, stock purchase, asset sale or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Guarantor to any Person (other than to the Issuer Company or a Restricted Subsidiary) and as otherwise permitted by this Indenture;Subsidiary Guarantor; or (2iii) the designation there is a satisfaction and discharge of this Indenture pursuant to Section 8.5; provided, in each case, such transactions are carried out pursuant to and in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII all applicable covenants and XI;provisions hereof.

Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as 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 constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Any Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor to any a Person (other than to the Issuer Company or a Restricted Subsidiary) Subsidiary and as otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of the a Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Subsidiary Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles Notes pursuant to Article VIII and or Article XI;