Common use of Certain Other Representations and Warranties Clause in Contracts

Certain Other Representations and Warranties. The parties hereto hereby represent and warrant, jointly and severally, that the following statements are true and correct as of the date hereof: (A) the General Partner is the sole general partner of the Partnership; (B) LGC is the sole limited partner of the Partnership; (C) all of the membership interests of LG LLC are owned by the Partnership; (D) all of the outstanding stock of LGW is owned by the Partnership; (E) each Contributed Entity shall not own, or have any right, title or interest in or to, any of the Spun-Off Assets, with each Contributed Entity having previously distributed its respective Spun-Off Assets to the Spun-Off Assets Distributees; (F) LGO Distributee shall own and, otherwise, have legal right, title and interest in and to the Former LGO Assets/Liabilities, with LGO Holdings having previously distributed the Former LGO Assets/Liabilities to LGO Distributee; and (G) interests in LGO Holdings representing, in the aggregate, ninety-five percent (95%) of the total assets and net profits of LGO Holdings are owned by persons whose interests in the total assets and net profits of LGO Holdings are not treated as being constructively owned (pursuant to the constructive ownership rules of Section 318 of the Code, as modified by Sections 856(d)(5) and 7704(d)(3)(B) of the Code) by the Partnership.