LRI Liabilities definition
LRI Liabilities means, (i) all Liabilities expressly delegated or allocated to, or assumed by LRI under this Agreement or any Ancillary Agreement, and (ii) except as otherwise specifically provided in this Agreement or any Ancillary Agreement, all Liabilities (whether arising before, on or after the Distribution Date and whether based on facts occurring before, on or after the Distribution Date) of or to the extent relating to, or arising from or in connection with, the LRI Business. No Liability shall be both a LRI Liability and a ABC Liability, and in the event of any inconsistency or conflict that may arise in the application or interpretation of this definition or the definition of “ABC Liabilities”, for the purpose of determining what is and is not a LRI Liability, the explicit delegation or allocation to, or assumption by, LRI under this Agreement or any Ancillary Agreement shall take priority over any more general textual provision of this Agreement that would otherwise operate to cause such Liability to be a ABC Liability. For the avoidance of doubt, except as otherwise specifically provided in this Agreement or any Ancillary Agreement, the designation in this Agreement of Liabilities as “LRI Liabilities” or “ABC Liabilities” is only for purposes of allocating such Liabilities as between the Parties and shall not affect any obligations to, or give rise to any rights of, any Third Parties.