Common use of Assumption of Liabilities and Indemnification Clause in Contracts

Assumption of Liabilities and Indemnification. (a) At the Closing, effective upon consummation of the contribution described in Section 2.01(a), LAMCO Holdings shall assume 99% of LBHI’s right, title and interest in and to the Asset Management Liabilities (defined below) and LBHI SPV shall assume 1% of LBHI’s right, title and interest in and to the Liabilities of LBHI as set forth in clauses (i) through (vi) below (collectively, the “Domestic Asset Management Liabilities”) and clauses (vii) and (viii) below (collectively the “International Asset Management Liabilities”, and together with the Domestic Asset Management Liabilities, the “Asset Management Liabilities”): (i) all Liabilities reflected on the LAMCO Balance Sheet, as detailed on the LAMCO Work Papers underlying the development of the LAMCO Balance Sheet, except the Liabilities reflected thereon which have been discharged or satisfied between the date thereof and the Closing Date; (ii) all Liabilities of LBHI under the Transferred Contracts, the Domestic Transferred Employment Agreements and the Transferred Licenses arising and to be performed on or after the Closing Date; (iii) all Liabilities assumed by LAMCO or which LAMCO is obligated to pay, in each case pursuant to the provisions of Article V hereof; (iv) all Liabilities which arise, accrue or are incurred on or after the Closing Date relating to or based upon the business or operation of the Domestic Asset Management Assets or the Domestic Asset Management Business as conducted on or after the Closing Date, including those related to (A) any contract, agreement, lease, license or other instrument included within the Domestic Asset Management Assets and not specified in Section 2.02(a)(ii) above and (B) any other activity undertaken by LAMCO on or after the Closing Date; (v) all Liabilities related to the Domestic Transferred Employees for periods from and after the Closing Date, and all other Liabilities with respect to the Domestic Transferred Employees assumed by LAMCO under Article V hereof; (vi) all Liabilities arising out of or related to any failure to act by LAMCO in accordance with this Agreement on or after the Closing Date; (vii) subject to Section 3.05, all of LBHI’s Liabilities solely allocable to the LBHI Estates Equity Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Estates; and (viii) all of LBHI’s Liabilities solely allocable to the LBHI Services Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Services. (b) At the Closing, effective upon consummation of the contribution described in Section 2.01(b), LAMCO Holdings shall assume all of LBHI SPV’s right, title and interest in and to the Asset Management Liabilities. (c) At the Closing, effective upon consummation of the contribution described in Section 2.01(c), LAMCO shall assume all of LAMCO Holdings’ right, title and interest in and to the Domestic Asset Management Liabilities and LAMCO International shall assume all of LAMCO Holdings’ right, title and interest in and to the International Asset Management Liabilities. (d) Anything in this Agreement to the contrary notwithstanding, LBHI shall retain all right, title and interest of LBHI in and to all of its Liabilities other than the Asset Management Liabilities (collectively and excluding the Asset Management Liabilities, the “LBHI Liabilities”). Without limiting the generality of the foregoing, the LBHI Liabilities shall include the following: (i) all Liabilities which arise, accrue or are incurred before, on or after the Closing Date relating to or based upon the past, present or future business or operation of the LBHI Assets or the LBHI Business as heretofore, currently or hereafter conducted, including those related to any contract, agreement, lease, license or other instrument included within the LBHI Assets; (ii) except as reflected for in the LAMCO Balance Sheet, all Liabilities which arise, accrue or are incurred before, on or after the Closing Date relating to or based upon the past management or operation of the Domestic Asset Management Assets as conducted prior to the Closing Date, including those related to (A) any contract, agreement, lease, license or other instrument included within the Domestic Asset Management Assets and (B) any other activity undertaken by LAMCO, LBHI SPV or LAMCO Holdings before the Closing Date; (iii) all Liabilities arising out of or related to any Actions based upon events or conditions occurring before or on the Closing Date, including those related to the transactions contemplated by this Agreement; (iv) all Liabilities related to the Domestic Transferred Employees for periods prior to the Closing Date, to the extent and as more particularly described in Article V hereof, and all Liabilities relating to Domestic Business Employees who do not become Domestic Transferred Employees; (v) all Liabilities for Taxes of LBHI for any Tax periods (or portions thereof) ending before, on or after the Closing Date; (vi) all Liabilities arising out of or related to any failure by LBHI to act in accordance with this Agreement on or prior to or after the Closing Date; and (vii) all Liabilities based upon events or conditions occurring prior to the Closing which arise out of or relate to any present or former officer, director or employee of LBHI or the LBHI Subsidiaries who continue as an officer, director or employee of LAMCO or any of its Subsidiaries on the Closing Date. (e) After the Closing, in accordance with Section 2.03, LAMCO Holdings, LAMCO International and LAMCO shall jointly and severally defend and indemnify LBHI, LBHI SPV, each of their Affiliates and each of their respective officers, directors employees, partners, members, agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LAMCO Holdings, LAMCO International or LAMCO contained in this Agreement or (ii) an Asset Management Liability. (f) After the Closing, in accordance with Section 2.03, LBHI shall defend and indemnify LAMCO, LAMCO International, LAMCO Holdings, each of their Affiliates and each of their respective officers, directors employees, partners, members, agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LBHI contained in this Agreement or (ii) an LBHI Liability. (g) Each of (i) LBHI for itself and on behalf of the LBHI Subsidiaries and (ii) LAMCO Holdings for itself and on behalf of its Subsidiaries hereby releases and forever holds harmless each other and its respective Subsidiaries from any liability, obligation or responsibility for any and all past actions or failures to take action, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of the operation or conduct of any businesses, assets or operations managed or operated by, or operationally related to, directly or indirectly, LBHI prior to the Closing (including the Asset Management Business or the Asset Management Assets), except for any liability, obligation or responsibility (1) of any party under this Agreement and the Ancillary Agreements or (2) of any party for any fraudulent act or willful and intentional misconduct.

Assumption of Liabilities and Indemnification. (a) At the ClosingBuyer expressly assumes Seller's proportionate share of all costs, effective upon consummation of the contribution described in Section 2.01(a)expenses, LAMCO Holdings shall assume 99% of LBHI’s right, title obligations and interest in and to the Asset Management Liabilities (defined below) and LBHI SPV shall assume 1% of LBHI’s right, title and interest in and to the Liabilities of LBHI as set forth in clauses (i) through (vi) below (collectively, the “Domestic Asset Management Liabilities”) and clauses (vii) and (viii) below (collectively the “International Asset Management Liabilities”, and together liabilities associated with the Domestic Asset Management Liabilities, the “Asset Management Liabilities”): (i) all Liabilities reflected on the LAMCO Balance Sheet, as detailed on the LAMCO Work Papers underlying the development of the LAMCO Balance Sheet, except the Liabilities reflected thereon which have been discharged or satisfied between the date thereof and the Closing Date; (ii) all Liabilities of LBHI under the Transferred Contracts, the Domestic Transferred Employment Agreements and the Transferred Licenses arising and to be performed on or after the Closing Date; (iii) all Liabilities assumed by LAMCO or which LAMCO is obligated to pay, in each case pursuant to the provisions of Article V hereof; (iv) all Liabilities which arise, accrue or are incurred on or after the Closing Date relating to or based upon the business or operation of the Domestic Asset Management Assets or the Domestic Asset Management Business as conducted on or after the Closing Date, including those related including, but by no means limited to, the proper and lawful plug and abandonment and reabandonment of all wells and facxxxxxes on lands covered by the Leases or pooled therewith, closure of all pits, removal of all flowlines, pipelines, shell pads and pilings, whether now or hereafter, located on the lands to (A) any contract, agreement, lease, license or other instrument included within the Domestic Asset Management Assets and not specified in Section 2.02(a)(ii) above and (B) any other activity undertaken by LAMCO on or after the Closing Date; (v) all Liabilities related to the Domestic Transferred Employees for periods from and after the Closing Date, and all other Liabilities with respect to the Domestic Transferred Employees assumed by LAMCO under Article V hereof; (vi) all Liabilities arising out of or related to any failure to act by LAMCO be transferred hereunder in accordance with this Agreement on or after the Closing Date; (vii) subject to Section 3.05all requirements under law, all of LBHI’s Liabilities solely allocable to the LBHI Estates Equity Interestsincluding, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Estates; and (viii) all of LBHI’s Liabilities solely allocable to the LBHI Services Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Services. (b) At the Closing, effective upon consummation of the contribution described in Section 2.01(b), LAMCO Holdings shall assume all of LBHI SPV’s right, title and interest in and to the Asset Management Liabilities. (c) At the Closing, effective upon consummation of the contribution described in Section 2.01(c), LAMCO shall assume all of LAMCO Holdings’ right, title and interest in and to the Domestic Asset Management Liabilities and LAMCO International shall assume all of LAMCO Holdings’ right, title and interest in and to the International Asset Management Liabilities. (d) Anything in this Agreement to the contrary notwithstanding, LBHI shall retain all right, title and interest of LBHI in and to all of its Liabilities other than the Asset Management Liabilities (collectively and excluding the Asset Management Liabilitiesbut not limited to, the “LBHI Liabilities”). Without limiting rules, regulations and requirements of any governmental authority having jurisdiction thereof, specifically including the generality Department of the foregoingConservation, the LBHI Liabilities shall include the following: (i) all Liabilities which arise, accrue or are incurred before, on or after the Closing Date relating to or based upon the past, present or future business or operation State of the LBHI Assets or the LBHI Business as heretofore, currently or hereafter conducted, including those related to any contract, agreement, lease, license or other instrument included within the LBHI Assets; (ii) except as reflected for in the LAMCO Balance Sheet, all Liabilities which arise, accrue or are incurred before, on or after the Closing Date relating to or based upon the past management or operation of the Domestic Asset Management Assets as conducted prior to the Closing Date, including those related to (A) any contract, agreement, lease, license or other instrument included within the Domestic Asset Management Assets Louisiana and (B) any other activity undertaken by LAMCO, LBHI SPV or LAMCO Holdings before the Closing Date; (iii) all Liabilities arising out of or related to any Actions based upon events or conditions occurring before or on the Closing Date, including those related to the transactions contemplated by this Agreement; (iv) all Liabilities related to the Domestic Transferred Employees for periods prior to the Closing Date, to the extent and as more particularly described in Article V hereof, and all Liabilities relating to Domestic Business Employees who do not become Domestic Transferred Employees; (v) all Liabilities for Taxes of LBHI for any Tax periods (or portions thereof) ending before, on or after the Closing Date; (vi) all Liabilities arising out of or related to any failure by LBHI to act in accordance with this Agreement on all obligations, express or implied, in any agreement (including the applicable leases) which Buyer is required to assume hereunder or hereby, whether or not any such obligations arise prior to or after the Closing Date; and . SUBJECT TO SELLER'S INDEMNIFICATION SET FORTH BELOW, BUYER SHALL INDEMNIFY AND DEFEND SELLER, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES AND EMPLOYEES (vii"SELLER INDEMNIFIED PARTIES") AGAINST ANY AND ALL SUCH LOSSES, CLAIMS, SUITS, CONTROVERSIES, LIABILITIES AND EXPENSES, ARISING OUT OF, OR IN CONNECTION WITH, OBLIGATIONS ASSUMED UNDER THIS PARAGRAPH, INCLUDING, WITHOUT LIMITATION, THE PLUGGING AND ABANDONING AND REABANDONING OF ANY WELLS, REMOVAL OR MOXXXXXATION OF FACILITIES, INCLUDING, BUT NOT LIMITED TO, FLOWLINES AND PIPELINES, CLOSURE OF PITS AND RESTORATION OF SURFACE, REGARDLESS OF WHETHER THE OBLIGATION TO PLUG AND ABANDON AND REABANDON, REMOVE, MODIFY, CLOSE OR RESTORE AROSE PRIOR TO, OR SUBSEQUENT TO, THE CLOSING DATE, AND SUCH INDEMNIFICATION SHALL EXTEND TO AND INCLUDE CLAIMS OR CAUSES OF ACTION BASED UPON THE NEGLIGENCE OR STRICT LIABILITY OF SELLER INDEMNIFIED PARTIES. THE SALE WILL BE MADE EXPRESSLY SUBJECT TO THE TERMS OF ALL EXISTING OPERATING AGREEMENTS, UNIT AGREEMENTS, FARMOUT AGREEMENTS, LEASES, SUBLEASES AND ASSIGNMENTS AS WELL AS ANY AND ALL OTHER AGREEMENTS WHICH ARE SET FORTH ON EXHIBIT "A," WHETHER RECORDED OR UNRECORDED, AFFECTING THE ASSETS. Buyer further agrees to indemnify, release, defend and hold Seller Indemnified Parties harmless from and against any and all Liabilities based upon events damages, losses, expenses (including, but not limited to, court costs, attorneys' fees, consultant fees and investigative costs and fees) and all other costs and liabilities arising as a result of claims, demands and all other causes of action arising out of an event or conditions omission occurring prior subsequent to the Closing which arise out Date. For a period of or relate two (2) years after the Effective Date, Seller agrees to any present or former officerindemnify, director or employee of LBHI or the LBHI Subsidiaries who continue as an officer, director or employee of LAMCO or any of its Subsidiaries on the Closing Date. (e) After the Closing, in accordance with Section 2.03, LAMCO Holdings, LAMCO International and LAMCO shall jointly and severally defend and indemnify LBHI, LBHI SPV, each of their Affiliates and each of their respective hold Buyer its officers, directors directors, shareholders, employees, partners, members, representatives and agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses sufferedclaims, incurred or sustained by any causes of them or to which any action, fines, expenses, costs, losses and liabilities arising as a result of them becomes subjectclaims, resulting from, demands and all other causes of action arising out of an event or relating to (i) any breach omission originating during Seller's period of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LAMCO Holdings, LAMCO International or LAMCO contained in this Agreement or (ii) an Asset Management Liability. (f) After the Closing, in accordance with Section 2.03, LBHI shall defend and indemnify LAMCO, LAMCO International, LAMCO Holdings, each of their Affiliates and each of their respective officers, directors employees, partners, members, agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LBHI contained in this Agreement or (ii) an LBHI Liability. (g) Each of (i) LBHI for itself and on behalf ownership of the LBHI Subsidiaries and (ii) LAMCO Holdings for itself and on behalf of its Subsidiaries hereby releases and forever holds harmless each other and its respective Subsidiaries from any liability, obligation or responsibility for any and all past actions or failures to take action, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of the operation or conduct of any businesses, assets or operations managed or operated by, or operationally related to, directly or indirectly, LBHI prior to the Closing (including the Asset Management Business or the Asset Management Assets), except for any liability, obligation or responsibility (1) of any party under this Agreement and the Ancillary Agreements or (2) of any party for any fraudulent act or willful and intentional misconduct.

Assumption of Liabilities and Indemnification. (a) 7.01 Assumption of Sellers’ Obligations by Purchaser. At the Closing, effective upon consummation of the contribution described in Section 2.01(a), LAMCO Holdings Purchaser shall assume 99% of LBHI’s rightthe following obligations and liabilities (excluding any matters that are specifically excepted below and subject to Sellers’ indemnification obligations under Section 7.04, title and interest in and to the Asset Management Liabilities (defined below) and LBHI SPV shall assume 1% of LBHI’s right, title and interest in and to the Liabilities of LBHI as set forth in clauses (i) through (vi) below (collectively, the “Domestic Asset Management Liabilities”) and clauses (vii) and (viii) below (collectively the “International Asset Management Liabilities”, and together with the Domestic Asset Management Liabilities, the “Asset Management LiabilitiesAssumed Obligations”): (i) 7.01.01 All costs, obligations and liabilities that arise with respect to or otherwise relate to the Subject Properties for any period of time on and after the Effective Date; and 7.01.02 Except for those specific obligations of Sellers which are retained in Section 7.03 below and subject to Sellers’ indemnification obligations under Section 7.04, all Liabilities reflected on costs, obligations and liabilities, including, without limitation, those of Sellers and WDP, attributable to, relating to or arising in connection in any way with the LAMCO Balance SheetSubject Properties for any period of time prior to, as detailed on the LAMCO Work Papers underlying the development of the LAMCO Balance Sheet, except the Liabilities reflected thereon which have been discharged or satisfied between the date thereof and the Closing Date; (ii) all Liabilities of LBHI under the Transferred Contracts, the Domestic Transferred Employment Agreements and the Transferred Licenses arising and to be performed on or after the Closing Effective Date; , including, without limitation, the following: (A) the obligation to (i) plug and abandon or remove and dispose of all xxxxx, platforms, structures, flow lines, pipelines, and the other equipment now or hereafter being a part of or used in connection with the Subject Properties, (ii) cap and bury all flow lines and other pipelines now or hereafter being a part of or used in connection with the Subject Properties; and (iii) dispose of NORM and all Liabilities assumed by LAMCO other pollutants, wastes, contaminants, or which LAMCO is obligated to payhazardous, in each case pursuant to extremely hazardous, or toxic materials, substances, chemicals or wastes now or hereafter located on the provisions of Article V hereof; (iv) all Liabilities which arise, accrue or are incurred on or after the Closing Date relating to or based upon the business or operation of the Domestic Asset Management Assets or the Domestic Asset Management Business as conducted on or after the Closing Date, including those related to (A) any contract, agreement, lease, license or other instrument included within the Domestic Asset Management Assets and not specified in Section 2.02(a)(ii) above and Subject Properties; (B) all obligations and liabilities arising from or in connection with any gas production, pipeline, storage, processing or other activity undertaken by LAMCO on imbalance attributable to oil, gas or after other hydrocarbons produced from the Closing Date; (v) all Liabilities related to the Domestic Transferred Employees for periods from and after the Closing Date, and all other Liabilities with respect to the Domestic Transferred Employees assumed by LAMCO under Article V hereof; (vi) all Liabilities arising out of or related to any failure to act by LAMCO in accordance with this Agreement on or after the Closing Date; (vii) subject to Section 3.05, all of LBHI’s Liabilities solely allocable to the LBHI Estates Equity Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Estates; and (viii) all of LBHI’s Liabilities solely allocable to the LBHI Services Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Services. (b) At the Closing, effective upon consummation of the contribution described in Section 2.01(b), LAMCO Holdings shall assume all of LBHI SPV’s right, title and interest in and to the Asset Management Liabilities. (c) At the Closing, effective upon consummation of the contribution described in Section 2.01(c), LAMCO shall assume all of LAMCO Holdings’ right, title and interest in and to the Domestic Asset Management Liabilities and LAMCO International shall assume all of LAMCO Holdings’ right, title and interest in and to the International Asset Management Liabilities. (d) Anything in this Agreement to the contrary notwithstanding, LBHI shall retain all right, title and interest of LBHI in and to all of its Liabilities other than the Asset Management Liabilities (collectively and excluding the Asset Management Liabilities, the “LBHI Liabilities”). Without limiting the generality of the foregoing, the LBHI Liabilities shall include the following: (i) all Liabilities which arise, accrue or are incurred Subject Properties whether before, on or after the Closing Date relating to or based upon the past, present or future business or operation Effective Date; (C) all of the LBHI Assets or the LBHI Business as heretofore, currently or hereafter conducted, including those related to any contract, agreement, lease, license or other instrument included within the LBHI Assets; (ii) except as reflected for in the LAMCO Balance Sheet, Sellers’ obligations under all Liabilities which arise, accrue or are incurred before, on or after the Closing Date relating to or based upon the past management or operation of the Domestic Asset Management Assets as conducted prior to the Closing Date, including those related to (A) any contract, agreement, lease, license or other instrument included within the Domestic Asset Management Assets Leases; and (B) any other activity undertaken by LAMCO, LBHI SPV or LAMCO Holdings before the Closing Date; (iiiD) all Liabilities obligations arising out of or related to under any Actions based upon events or conditions occurring before or on the Closing DateEnvironmental Law. All such plugging, including those related to the transactions contemplated by this Agreement; (iv) all Liabilities related to the Domestic Transferred Employees for periods prior to the Closing Datereplugging, to the extent and as more particularly described in Article V hereofabandonment, removal, disposal, and all Liabilities relating to Domestic Business Employees who do not become Domestic Transferred Employees; (v) all Liabilities for Taxes of LBHI for any Tax periods (or portions thereof) ending before, on or after the Closing Date; (vi) all Liabilities arising out of or related to any failure by LBHI to act restoration operations shall be in accordance compliance with this Agreement on or prior to or after the Closing Date; and (vii) all Liabilities based upon events or conditions occurring prior to the Closing which arise out of or relate to any present or former officer, director or employee of LBHI or the LBHI Subsidiaries who continue as an officer, director or employee of LAMCO or any of its Subsidiaries on the Closing Dateapplicable Law and contracts. (e) After the Closing, in accordance with Section 2.03, LAMCO Holdings, LAMCO International and LAMCO shall jointly and severally defend and indemnify LBHI, LBHI SPV, each of their Affiliates and each of their respective officers, directors employees, partners, members, agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LAMCO Holdings, LAMCO International or LAMCO contained in this Agreement or (ii) an Asset Management Liability. (f) After the Closing, in accordance with Section 2.03, LBHI shall defend and indemnify LAMCO, LAMCO International, LAMCO Holdings, each of their Affiliates and each of their respective officers, directors employees, partners, members, agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LBHI contained in this Agreement or (ii) an LBHI Liability. (g) Each of (i) LBHI for itself and on behalf of the LBHI Subsidiaries and (ii) LAMCO Holdings for itself and on behalf of its Subsidiaries hereby releases and forever holds harmless each other and its respective Subsidiaries from any liability, obligation or responsibility for any and all past actions or failures to take action, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of the operation or conduct of any businesses, assets or operations managed or operated by, or operationally related to, directly or indirectly, LBHI prior to the Closing (including the Asset Management Business or the Asset Management Assets), except for any liability, obligation or responsibility (1) of any party under this Agreement and the Ancillary Agreements or (2) of any party for any fraudulent act or willful and intentional misconduct.

Assumption of Liabilities and Indemnification. (a) At the ClosingExcept with respect to Environmental Liabilities and Excluded Environmental Liabilities, effective upon consummation of the contribution described which are addressed in Section 2.01(a)8.4 hereof, LAMCO Holdings shall upon Closing Purchaser will assume 99% of LBHI’s right, title and interest in and to the Asset Management Liabilities (defined below) and LBHI SPV shall assume 1% of LBHI’s right, title and interest in and to the Liabilities of LBHI as set forth in clauses (i) through (vi) below (collectively, the “Domestic Asset Management Liabilities”) and clauses (vii) and (viii) below (collectively the “International Asset Management Liabilities”, and together with the Domestic Asset Management Liabilities, the “Asset Management Liabilities”): (i) all Liabilities reflected on the LAMCO Balance Sheet, as detailed on the LAMCO Work Papers underlying the development of the LAMCO Balance Sheet, except the Liabilities reflected thereon which have been discharged or satisfied between the date thereof and the Closing Date; (ii) all Liabilities of LBHI under the Transferred Contracts, the Domestic Transferred Employment Agreements and the Transferred Licenses arising and to be performed on or after the Closing Date; (iii) all Liabilities assumed by LAMCO or which LAMCO is obligated to pay, in each case pursuant to the provisions of Article V hereof; (iv) all Liabilities which arise, accrue or are incurred for occurrences on or after the Closing Date relating to and arising out of the condition of any of the Terminal Assets at the time of Closing, or based upon thereafter. Purchaser, on behalf of itself, its successors and assigns (this specifically includes any joint venture, partnership, corporation or other entity in which Purchaser has any ownership interest or from which Purchaser derives any benefit and which is engaged in the business or operation of the Domestic Asset Management Refinery or the Terminal Assets or the Domestic Asset Management Business as conducted on or after the Closing Dateany portion thereof at any time) further agrees, including those related upon Closing, to (A) indemnify, hold harmless and defend Seller Indemnitees against and in respect of any contractclaims, agreement, lease, license governmental or other instrument included within the Domestic Asset Management Assets and not specified in Section 2.02(a)(ii) above and orders, lawsuits, losses, damages (B) any other activity undertaken by LAMCO on or after the Closing Date; (v) including without limitation all Liabilities related to the Domestic Transferred Employees for periods from and after the Closing Date, and all other Liabilities with respect to the Domestic Transferred Employees assumed by LAMCO under Article V hereof; (vi) all Liabilities arising out of or related to any failure to act by LAMCO in accordance with this Agreement on or after the Closing Date; (vii) subject to Section 3.05, all of LBHI’s Liabilities solely allocable to the LBHI Estates Equity Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Estates; and (viii) all of LBHI’s Liabilities solely allocable to the LBHI Services Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Services. (b) At the Closing, effective upon consummation of the contribution described in Section 2.01(bpunitive damages), LAMCO Holdings shall assume all of LBHI SPV’s right, title and interest in and to the Asset Management Liabilities. costs (c) At the Closing, effective upon consummation of the contribution described in Section 2.01(cincluding reasonable attorneys' fees), LAMCO shall assume all of LAMCO Holdings’ right, title judgments and interest in and to the Domestic Asset Management recoveries that result or arise from any Liabilities and LAMCO International shall assume all of LAMCO Holdings’ right, title and interest in and to the International Asset Management Liabilities. (d) Anything in this Agreement to the contrary notwithstanding, LBHI shall retain all right, title and interest of LBHI in and to all of its Liabilities other than the Asset Management Liabilities (collectively and excluding the Asset Management Environmental Liabilities, the “LBHI Liabilities”). Without limiting the generality of the foregoing, the LBHI Liabilities shall include the following: (i) all Liabilities which arise, accrue or are incurred before, for occurrences on or after the Closing Date and relating to the condition of any of the Terminal Assets at the time of Closing, or based upon thereafter, and from all claims, lawsuits, losses, damages, costs, judgments or recoveries incident to such claims, including those out of pocket costs, charges and expenses resulting from the pastparticipation of officers or employees of Seller after the Closing Date in defense thereof. Upon Closing, present Purchaser will agree to release and forever discharge Seller Indemnitees from any claim or future business right that Purchaser, including the officers, agents, employees, directors, insurers, related companies, successors and assigns of Purchaser (as to Purchaser this specifically includes any joint venture, partnership, corporation or other entity in which Purchaser has any ownership interest or from which Purchaser derives any benefit and which is engaged in the operation of the LBHI Refinery or the Terminal Assets or the LBHI Business as heretoforeany portion thereof at any time), currently have or hereafter conductedmay have against Seller Indemnitees or any of them for, including those related arising out of, or relating to any contract, agreement, lease, license or Liabilities (other instrument included within the LBHI Assets; (iithan Environmental Liabilities and Excluded Environmental Liabilities) except as reflected for in the LAMCO Balance Sheet, all Liabilities which arise, accrue or are incurred before, occurrences on or after the Closing Date and relating to or based upon the past management or operation condition of any of the Domestic Asset Management Terminal Assets as conducted prior to at the Closing Datetime of Closing, including those related to (A) or thereafter, whether any such right is direct or indirect, by way of contribution, subrogation or indemnity, and whether created by statute, regulation, contract, agreement, lease, license action of law or other instrument included within the Domestic Asset Management Assets and (B) any other activity undertaken by LAMCO, LBHI SPV or LAMCO Holdings before the Closing Date; (iii) all Liabilities arising out of or related otherwise. Reference is hereby made to any Actions based upon events or conditions occurring before or on the Closing Date, including those related to the transactions contemplated by this Agreement; (iv) all Liabilities related to the Domestic Transferred Employees for periods prior to the Closing Date, to the extent and as more particularly described in Article V 8 hereof, and all with respect to Purchaser's assumption of Environmental Liabilities relating to Domestic Business Employees who do (but not become Domestic Transferred Employees; (vExcluded Environmental Liabilities) all Liabilities for Taxes of LBHI for any Tax periods (or portions thereof) ending before, on or after the Closing Date; (vi) all Liabilities arising out of or related to any failure by LBHI to act in accordance with this Agreement on or prior to or after the Closing Date; and (vii) all Liabilities based upon events or conditions occurring prior to the Closing which arise out of or relate to any present or former officer, director or employee of LBHI or the LBHI Subsidiaries who continue as an officer, director or employee of LAMCO or any of its Subsidiaries on the Closing Date. (e) After the Closing, in accordance with Section 2.03, LAMCO Holdings, LAMCO International and LAMCO shall jointly and severally defend and indemnify LBHI, LBHI SPV, each of their Affiliates and each of their respective officers, directors employees, partners, members, agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LAMCO Holdings, LAMCO International or LAMCO contained in this Agreement or (ii) an Asset Management Liability. (f) After the Closing, in accordance with Section 2.03, LBHI shall defend and indemnify LAMCO, LAMCO International, LAMCO Holdings, each of their Affiliates and each of their respective officers, directors employees, partners, members, agents and advisors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of LBHI contained in this Agreement or (ii) an LBHI Liability. (g) Each of (i) LBHI for itself and on behalf of the LBHI Subsidiaries and (ii) LAMCO Holdings for itself and on behalf of its Subsidiaries hereby releases and forever holds harmless each other and its respective Subsidiaries from any liability, obligation or responsibility for any and all past actions or failures to take action, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out indemnification of the operation or conduct of any businesses, assets or operations managed or operated by, or operationally related to, directly or indirectly, LBHI prior to the Closing (including the Asset Management Business or the Asset Management Assets), except for any liability, obligation or responsibility (1) of any party under this Agreement and the Ancillary Agreements or (2) of any party for any fraudulent act or willful and intentional misconductSeller with respect thereto.