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 Guarantor hereunder will be limited to those set forth in this Article XII and to the maximum amount that will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) The Guarantor may consolidate with or merge into or sell its assets to the Company without limitation. The Guarantor may consolidate with or merge into or sell its assets to a Person other than the Company (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which the Guarantor is a party, other than transactions in which the Guarantor is the surviving Person, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the Person formed by such consolidation, or into which the Guarantor shall have been merged, or which shall have acquired such property and the Guarantor will be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee will terminate. (c) Upon Defeasance in accordance with Article V hereof or satisfaction and discharge of this Indenture in accordance with Article XIII hereof, the Guarantor will be released and relieved of any obligations under its Guarantee and such Guarantee will terminate.

Limitation on Liability; Termination, Release and Discharge. (a) The Any term or provision of this Indenture to the contrary notwithstanding, the obligations of the each Guarantor hereunder will be limited to those set forth in this Article XII and to the maximum amount that 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 Guarantorobligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state lawlaw or the laws of the jurisdiction of organization of such Guarantor and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Guarantor may consolidate with or merge into or sell its assets to the Company without limitation. The Guarantor may consolidate with or merge into or sell its assets to A Guarantee by a Person other than the Company (whether or not an Affiliate of the Guarantor), provided, that upon any such consolidation, merger or sale to which the Guarantor is a party, other than transactions in which the Guarantor is the surviving Person, the Obligations shall be expressly assumed by supplemental indenture executed and delivered to the Trustee, by the Person formed by such consolidation, or into which the Guarantor shall have been merged, or which shall have acquired such property and the Guarantor will be deemed automatically and unconditionally released from all and discharged, and each Guarantor and its obligations under the Indenture and its Guarantee and such Guarantee will terminate. (c) Upon Defeasance in accordance with Article V hereof or satisfaction and discharge of this Indenture in accordance with Article XIII hereof, the Guarantor will be released and relieved discharged: (i) upon the sale, exchange, disposition or other transfer (including through merger or consolidation) of any obligations under its Guarantee and (A) the Capital Stock of such Guarantee will terminate.Guarantor (other than Holdings), if after such transaction the Guarantor is no longer a Restricted Subsidiary, or