LFCM Liabilities definition
LFCM Liabilities means (1) all Liabilities that are contemplated by this Agreement or any Ancillary Agreement to which LFCM or any other LFCM Company is or will be a party or by which LFCM or any other LFCM Company is or will be bound (or the Schedules hereto or thereto) to be Liabilities of, or to be assumed by, LFCM or any other LFCM Company, and all agreements, obligations and Liabilities of any LFCM Company under this Agreement or any such Ancillary Agreement, regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (2) all Liabilities relating to, arising out of or resulting from any LFCM Asset regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (3) all Liabilities relating to, arising out of or resulting from any LFCM Business, including, for the avoidance of doubt, any Liabilities relating to, arising out of or resulting from the offering or provision of any services or products of an LFCM Business regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (4) all Liabilities relating to, arising out of or resulting from any of the terminated, divested or discontinued businesses and operations that were part of any LFCM Business prior to such termination, divestiture or discontinuation, or otherwise regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (5) all Liabilities relating to, arising out of or resulting from the business or operations of any LFCM Company, regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (6) all Liabilities relating to, arising out of or resulting from the matters described on Schedule 1.1(h) and (7) all Liabilities relating to, arising out of or resulting from the investment or management activities of any Fund (including any such activities conducted on behalf of any Fund and including any such activities relating to any portfolio company or portfolio investment of any such Fund) formed, sponsored or managed by (A) any Lazard Group Company (or any predecessors thereto) on or prior to the date hereof or (B) any LFCM Company (or any predecessor or successors thereto); provided that the LFCM Liabilities shall not include (i) any Excluded Liability, (ii) if the North America Closing (as defined i...
LFCM Liabilities means (1) all Liabilities that are contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) to be Liabilities of, or to be assumed by, LFCM or any other LFCM Company, and all agreements, obligations and Liabilities of any LFCM Company under this Agreement or any of the Ancillary Agreements, regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (2) all Liabilities relating to, arising out of or resulting from any LFCM Asset regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (3) all Liabilities relating to, arising out of or resulting from any LFCM Business, including, for the avoidance of doubt, any Liabilities relating to, arising out of or resulting from the offering or provision of any services or products of an LFCM Business regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (4) all Liabilities relating to, arising out of or resulting from any of the terminated, divested or discontinued businesses and operations that were part of any LFCM Business prior to such termination, divestiture or discontinuation, or otherwise regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; (5) all Liabilities relating to, arising out of or resulting from the business or operations of any LFCM Company, regardless of whether such Liabilities arise prior to, on or after the Contribution Effective Time or the Distribution Time; and (6) all Liabilities relating to, arising out of or resulting from the matters described on Schedule 1.1(g); provided that the LFCM Liabilities shall not include any Excluded Liability.
LFCM Liabilities has the meaning set forth in the Master Separation Agreement.
Examples of LFCM Liabilities in a sentence
LFCM shall reimburse Lazard Group for all out-of-pocket costs, expenses and fees, including attorneys’ fees, incurred by Lazard Group and the other members of the Lazard Group Companies for services performed pursuant to this Section, Section 2.1 or Section 2.6 in connection with any LFCM Liabilities.
To the extent that there is any obligation after the Separation Time to provide or continue to provide security or collateral to any insurer with respect to LFCM Liabilities, LFCM shall provide or cause to be provided such security or collateral and pay or cause to be paid the cost of doing so.