Common use of SEC Filings; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each of the financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedules) has (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of LGI and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject to normal year-end adjustments.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ KnowledgeCompany has filed all forms, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI has timely reports and documents required to be filed by it with the SEC since December 31, 1998. All such required forms, reports and documents, and all LGI exhibits and schedules thereto and documents incorporated by reference therein, (including those filed by Company after the date hereof) are referred to herein as the "Company SEC DocumentsReports." As of their respective dates, the Company SEC Reports (i) complied in all material respects with the applicable requirements of which are publicly available on XXXXX. Except to the extent Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder; and (ii) did not at the time each such Company SEC Report was filed (or if amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or supersededthis Agreement, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included thereinfiling) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s the Subsidiaries of Company is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has contained in the Company SEC Reports (including any Company SEC Reports filed by Company after the date hereof until the Closing) (collectively, the "Company Financial Statements"), (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC in effect, at the time of filing, with respect thereto, ; (ii) been was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act); and (iii) and fairly presents in all material respects presented the consolidated financial position of Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of LGI Company and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and indicated therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustmentsadjustments which were not, or are not expected to be, material in amount. The balance sheet of Company contained in the Company SEC Reports as of July 1, 2000, is hereinafter referred to as the "Company Balance Sheet." (c) Neither Company nor any of its Subsidiaries has any Liabilities of a nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Company and its Subsidiaries taken as a whole, except Liabilities (i) reflected in the Company Balance Sheet; or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices. (d) Company has heretofore furnished to Parent a true and complete copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed following the date hereof, to forms, reports and documents which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed or furnished (as applicable) on a timely basis all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 20072015 (collectively, LGI has timely filed with the “SEC all LGI SEC DocumentsReports”), all in each case as amended through the date hereof. As of which are publicly available on XXXXX. Except to the extent their respective dates, or, if amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of the last such filing amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, and, in each case, the rules and regulations promulgated thereunder and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof), as of the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case date of Subsequent Filings will notsuch amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries files, or is required to file, periodic reports with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to the SEC Reports. Since January 1, 2015, the Company has been and (ii) complied, and is in the case of Subsequent Filings will comply, compliance in all material respects with the applicable requirements provisions of the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended, and the Securities Act, as applicable listing and corporate governance rules and regulations of the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SECNASDAQ. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in of the LGI SEC Documents Company (including, in each case, any related notes and schedulesthereto) has contained in the SEC Reports (i) at the time at which they were prepared, been prepared from, and is in accordance withcollectively, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii“Company Financial Statements”) been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except except, in each case, as may be indicated in the notes thereto and or, in the case of unaudited quarterly interim financial statements, for normal non-material year-end adjustments and for the absence of notes). (c) The Company has designed and maintains a system of internal control over financial reporting (as permitted by Form 10-Q defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act and fairly presents sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and the Company Subsidiaries for external purposes in all accordance with GAAP. To the Company’s Knowledge, since January 1, 2015, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material respects weakness in the design or operation of internal control over financial reporting utilized by the Company that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company or any of the Company Subsidiaries that have a significant role in the Company’s internal control over financial reporting. (d) The Company has designed and maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) sufficient to provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither the Company nor any Company Subsidiary has, or is subject to, any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) that are reflected, reserved against or otherwise provided for in the consolidated financial position balance sheet of the Company and the consolidated results of operations and cash flows of LGI and its consolidated Company Subsidiaries as at December 31, 2017 (including the dates and notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the periods covered thereby except for subsequent adjustments quarterly period ended December 31, 2017, (ii) that may have been incurred since December 31, 2017 in the ordinary course of business, (iii) arising out of this Agreement or in connection with the Transactions, or (iv) that have been discharged or paid in full prior to the date of this Agreement. (f) As of the date hereof, other than as set forth in the Company Financial Statements, neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangements” that would be required to reflect be disclosed under Item 303(a) of Regulation S-K promulgated by the impact that the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject to normal year-end adjustmentsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) Each of the Sellers’ Disclosure ScheduleCompany and TransMontaigne Partners has filed all forms, since January 1reports, 2007statements, LGI has timely schedules, certifications and other documents required to be filed by it with the SEC all LGI SEC Documentssince July 1, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof2002 (or, as of their respective dates if later, since inception) (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI "SEC Documents Reports"). The SEC Reports (including any documents or information incorporated by reference therein and including any management's discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) and any forms(i) at the time they were filed complied in all material respects with the applicable requirements of the Securities Act of 1933, reportsas amended (the "Securities Act"), schedulesthe Exchange Act, statementsthe Xxxxxxxx-Xxxxx Act and, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (iiB) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries TransMontaigne Partners) is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. Except as described in Section 3.07 of the Company Disclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company or TransMontaigne Partners, as applicable, and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated with the Company for accounting purposes and all of the MLP Subsidiaries are consolidated with TransMontaigne Partners for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2005, included in the dates and Company's Quarterly Report on Form 10-Q for the periods covered thereby quarter ended December 31, 2005, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries or the notes thereto, except for subsequent adjustments liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that may would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as and to the extent set forth on the consolidated balance sheet of TransMontaigne Partners as of December 31, 2005, included in the TransMontaigne Partners' Transitional Report on Form 10-K for the period ended December 31, 2005, neither TransMontaigne Partners nor any MLP Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to reflect be reflected on a consolidated balance sheet of TransMontaigne Partners and its Subsidiaries or the impact notes thereto, except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, if any, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that would not reasonably be expected to have, individually or in the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject to normal year-end adjustmentsaggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To PTI has filed all forms, reports, statements, schedules and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 20072005 (collectively, LGI has timely filed the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the SEC all LGI SEC Documentsapplicable requirements of the Securities Act of 1933, all of which are publicly available on XXXXX. Except to as amended (the extent amended or superseded by a subsequent filing with “Securities Act”), the SEC made prior to Exchange Act, and, in each case, the date hereofrules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries the Sellers, other than PTI, is required to file any formsform, reports report or other documents document with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI PTI and its consolidated Subsidiaries subsidiaries, as at the respective dates thereof and for the respective periods covered thereby indicated therein, except for subsequent adjustments that may be required to reflect as otherwise noted therein (subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments).

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed or furnished on a timely basis all registration statements, forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the Sellers’ Knowledgedate hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such registration statements, except as set forth forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Reports”). As of their respective effective dates (in Section 3.04(a) the case of SEC Reports that are registration statements filed pursuant to the requirements of the Sellers’ Disclosure ScheduleSecurities Act (as defined below)) and as of their respective SEC filing dates (in the case of all other SEC Reports), since January 1or, 2007, LGI has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent if amended or superseded by a subsequent filing with the SEC made prior to the date hereofof this Agreement, as of their respective dates (and if so amended or superseded, then on the date of the last such amendment or superseding filing prior to the date hereofof this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the LGI SEC Documents Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including any financial statements or schedules included therein“SOX”), as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) and any formswere prepared in all material respects in accordance with the applicable requirements of the Securities Act, reportsthe Exchange Act, schedules, statements, registration statements, proxy statements SOX and other documents applicable Law, each as in effect on the date of any such filing. As of the time of filing with the SEC (including in each caseor, exhibitsif amended prior to the date of this Agreement, schedulesas of the date of such amendment), amendments or supplements theretonone of the SEC Reports contained, and any other information incorporated by reference therein) (i) did notwhen filed, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and (ii) complied, and the Company since the Applicable Date that is not set forth in the case SEC Reports or that has not otherwise been disclosed to BidCo prior to the date hereof. None of Subsequent Filings will complythe SEC Reports is the subject of ongoing SEC review and there are no inquiries or inspections by the SEC regarding the accounting practices of the Company. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. Since the Applicable Date, subject to any applicable grace period, the Company has been in compliance in all material respects with the applicable requirements listing and corporate governance rules and regulations of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SECNasdaq. (b) To the Sellers’ KnowledgeTrue, each correct and complete copies of the audited consolidated financial statements contained or to be contained of the Company (including all notes thereto) and its subsidiaries included in the LGI Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019 (the “Audited Financial Statements”) included in the SEC Documents (including, in each case, any related notes Reports and schedules) has (i) at filed with the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies SEC complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly presents present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and the consolidated results statements of operations, cash flows and Company Shareholders’ equity for the periods indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company’s quarterly reports on Form 10-Q filed with the SEC since the Applicable Date and included in the SEC Reports complied in all material respects with the applicable accounting requirements and the rules and regulations of the SEC, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be specifically indicated in the notes thereto and except for the absence of certain footnote disclosures (none of which if presented would materially differ from those presented in the Audited Financial Statements) and normal and recurring year-end adjustments that are not material as permitted by GAAP) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and the consolidated statements of operations and cash flows of LGI and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent indicated (subject to normal and recurring year-end adjustments as permitted by GAAP, none of which would be material individually or in the aggregate). Since January 1, 2018, there has been no material change in the Company’s accounting methods or principles that may would be required to reflect be disclosed in the impact that Company’s financial statements in accordance with GAAP, except as described in the commencement notes thereto. From the Applicable Date through the date hereof, neither the Company nor any Representative of the Chapter 11 Cases Company has had received any material complaint, allegation, assertion, or claim regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls. (c) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act. Such disclosure controls and procedures are designed and effective to ensure that material information required to be disclosed in the Company’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the Sellers individuals responsible for the preparation of the Company’s filings with the SEC and except other public disclosure documents. The Company is, and has been since the Applicable Date, in compliance in all material respects with the applicable provisions of SOX and the applicable listing and corporate governance rules and regulations of Nasdaq. Neither the Company nor any of its subsidiaries has outstanding, or has arranged any outstanding “extensions of credit” to directors or executive officers of the Company prohibited by Section 402 of SOX. Since the Applicable Date through the date hereof, the Company has not identified (i) any material weakness or significant deficiency in the design or operation of internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the unaudited interim Company’s internal control over financial reporting. The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Reports, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (d) Except (i) as disclosed, reflected, accrued or specifically and adequately reserved against in the consolidated balance sheet of the Company and its subsidiaries dated September 30, 2020 included in the SEC Reports, (ii) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, (iii) for liabilities or obligations expressly contemplated by this Agreement and (iv) liabilities or obligations that would not have, or would not reasonably be expected to have, a Material Adverse Effect, neither the Company nor any of its subsidiaries has any liabilities or obligations (whether accrued, contingent, determined, absolute or otherwise, whether due or that may become due) of a nature required by GAAP to be reflected in a consolidated balance sheet or disclosed in the notes thereto. There are subject no unconsolidated subsidiaries of the Company. Neither the Company nor any of its subsidiaries is a party to, or has any commitment to normal yearbecome a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-end adjustmentsK promulgated under the Securities Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) Each of the Sellers’ Disclosure ScheduleCompany and TransMontaigne Partners has filed all forms, since January 1reports, 2007statements, LGI has timely schedules, certifications and other documents required to be filed by it with the SEC all LGI SEC Documentssince July 1, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof2002 (or, as of their respective dates if later, since inception) (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI "SEC Documents REPORTS"). The SEC Reports (including any documents or information incorporated by reference therein and including any management discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) and any forms(i) at the time they were filed complied in all material respects with the applicable requirements of the Securities Act of 1933, reportsas amended (the "SECURITIES ACT"), schedulesthe Exchange Act, statementsthe Sarbanes-Oxley Act and, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgxxxx xxxxxxxxxr, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (iiB) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries TransMontaigne Partners) is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. Except as described in Section 3.07 of the Company Disclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company or TransMontaigne Partners, as applicable, and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated with the Company for accounting purposes and all of the MLP Subsidiaries are consolidated with TransMontaigne Partners for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2005, included in the dates and Company's Quarterly Report on Form 10-Q for the periods covered thereby quarter ended December 31, 2005, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for subsequent adjustments liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that may would not reasonably be required expected to reflect have, individually or in the impact that aggregate, a Company Material Adverse Effect. (d) Except as and to the commencement of the Chapter 11 Cases has had extent set forth on the Sellers consolidated balance sheet of TransMontaigne Partners as of December 31, 2005, included in the TransMontaigne Partners' Transitional Report on Form 10-K for the period ended December 31, 2005, neither TransMontaigne Partners nor any MLP Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and except obligations (i) incurred in connection with the transactions contemplated hereby, if any, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that would not reasonably be expected to have, individually or in the unaudited interim financial statements were or are subject to normal year-end adjustmentsaggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 20072001 (collectively, LGI has timely filed the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the SEC all LGI SEC Documentsapplicable requirements of the Securities Act of 1933, all as amended (the "SECURITIES ACT"), the Exchange Act, the Sarbanes-Oxley Act of which are publicly available on XXXXX. Except to 2002 and, in each case, the extent amended or superseded by a subsequent filing with rules and regulations xxxxxxxxxxx xxereunder, and (ii) did not, at the SEC made prior to the date hereoftime they were filed, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and misleading (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beincluding any financial statements or other documentation incorporated by reference therein). None of LGI’s Subsidiaries No Subsidiary is required to file any formsform, reports report or other documents document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January 1, 2001 through the date of this Agreement. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at contained in the time at which they were preparedSEC Reports, been prepared fromwhen filed, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects complied with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required to reflect indicated therein (subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments). All of the Subsidiaries are consolidated for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at June 30, 2004 (including the notes thereto) included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred (i) in connection with the Transactions, or (ii) in the ordinary course of business and in a manner consistent with past practice since June 30, 2004 that would not reasonably be expected to have a Company Material Adverse Effect. (d) Except as and to the extent set forth on the balance sheet of East Rutherford Group, L.L.C. as at July 31, 2004 and the balance sheet of 3000000 Xxxx Scotia Company as at July 31, 2004 set forth in Section 3.07(d) of the Company Disclosure Schedule, to the Company's knowledge, neither East Rutherford Group, L.L.C. nor 3072929 Nova Scotia Company has any liabilixx xx xxxxgation of any nature (whether accrued, absolute, contingent or otherwise), except, with respect to each entity, for liabilities and obligations incurred in the ordinary course of business and in a manner consistent with past practice since July 31, 2004 that would not, individually or in the aggregate, reasonably be expected to be material to such entity or to interfere in any material respect with the conduct of such entity's business as conducted on the date of this Agreement. (e) The Company has made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to Contracts which previously have been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (f) The Company and its Subsidiaries have prepared and maintained each of its Uniform Franchise Offering Circulars ("UFOCS") in accordance with applicable Law, have filed its UFOCs in all states in which the Company and its Subsidiaries offered or sold franchises which required registration and approval prior to offers or sales of franchises in such states and have not failed to file any required amendments or renewals on a timely and accurate basis, except where the failure to do any of the foregoing would not reasonably be expected to have a Company Material Adverse Effect. The Company has provided Parent copies of all material correspondence it or any of the Subsidiaries have received or sent since January 1, 2001 affecting the registration and renewals of the UFOCs in the applicable states. The Company and its Subsidiaries do not and have not authorized their officers, directors or representatives to furnish any materials or information which is inconsistent in any material respect with the "earnings claim" information set forth in Item 19 of the UFOCs, as that term is defined by federal and state franchising laws.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI The Company has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements certifications and other documents (including in each case, all exhibits, schedules, amendments or and supplements thereto) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2004 (all such forms, reports, statements, certificates and other documents filed since January 1, 2004, collectively, the “SEC Reports” and all such SEC Reports filed by the Company and publicly available prior to the date of this Agreement, the “Filed SEC Reports”). No subsidiary of the Company is required to file, or files, any form, report or other information incorporated by reference thereindocument with the SEC. Each of the SEC Reports, as amended prior to the date of this Agreement, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) (i) did notand the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, and each as in effect on the case date so filed. None of Subsequent Filings will notthe SEC Reports contained, contain when filed as finally amended prior to the date of this Agreement, any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in . To the case of Subsequent Filings will comply, in all material respects with the applicable requirements knowledge of the Exchange Act and the Securities ActCompany, as of the case may be. None date of LGI’s Subsidiaries is required to file any formsthis Agreement, reports or other documents with the SECthere are no unresolved SEC comments. (b) To the Sellers’ Knowledge, each The audited consolidated financial statements of the financial statements contained or to be contained in the LGI SEC Documents Company (including, in each case, including any related notes and schedulesthereto) has (i) at included in the time at which they were preparedCompany’s Annual Report on Form 10-K for the fiscal year ended January 28, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and 2006 filed with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly presents present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results statements of operations and comprehensive income, cash flows of LGI and its consolidated Subsidiaries as at the dates and changes in shareholders’ equity for the periods covered thereby indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company’s quarterly reports on Form 10-Q filed with the SEC since January 29, 2006 have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except for subsequent adjustments that as may be required to reflect indicated in the impact that notes thereto) and fairly present in all material respects the commencement consolidated financial position of the Chapter 11 Cases has had on Company and its subsidiaries at of the Sellers respective dates thereof and except that the unaudited interim financial consolidated statements were or are of operations and comprehensive income and cash flows for the periods indicated (subject to normal and recurring year-end adjustments). (c) Since the enactment of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), the Company, in all material respects, has been and is in compliance with (A) the applicable provisions of the Sxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the NYSE. (d) The Company has designed disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) under the Exchange Act), as required by Rule 13a-15(a) under the Exchange Act to ensure that material information relating to the Company, including its subsidiaries, is made known to the Co-Chief Executive Officers and the Chief Financial Officer of the Company by others within those entities. (e) The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (f) Except (a) as reflected, accrued or reserved against in the financial statements (including the notes thereto) included in the Company’s Annual Report on Form 10-K filed prior to the date of this Agreement for the year ended January 28, 2006, (b) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 28, 2006, (c) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement and (d) for liabilities or obligations incurred pursuant to the transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or un-matured or otherwise, of a nature required by generally accepted accounting principles to be reflected in a consolidated balance sheet or the notes thereto, other than those which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI The Company has timely filed with the SEC all LGI SEC Documentsforms, all of which are publicly available on XXXXX. Except reports, statements, schedules, certifications and other documents (including exhibits) required to the extent amended or superseded be filed by a subsequent filing it with the SEC made prior to since January 1, 2007 (the date hereof, as of their respective dates "SEC Reports"). The SEC Reports (including any documents or information incorporated by reference therein and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) (i) at the time they were filed, complied in all material respects with, and any formswere prepared in accordance with, reportsall applicable requirements of the Securities Act of 1933, schedulesas amended (the "Securities Act"), statementsthe Exchange Act, registration statementsthe Sarbanes-Oxley Act and, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations of the XXX xxxxxxxxxed thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at included or incorporated by reference in the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies SEC Reports complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoSEC, (ii) been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statementseach fairly presents, as permitted by Form 10-Q under the Exchange Act) and fairly presents in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated the Company Subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein in conformity with United States generally accepted accounting principles ("GAAP") consistently applied (except for subsequent adjustments that may be required to reflect as described therein and subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments). All of the Company Subsidiaries are consolidated for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet (including notes thereof) of the Company and the Company Subsidiaries as at June 30, 2007 included in the Form 10-Q for the quarter ended June 30, 2007 (the "Balance Sheet") neither the Company nor any Company Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) (collectively, "Liabilities"), except for Liabilities (i) incurred in the ordinary course of business and in a manner consistent with past practice since June 30, 2007, (ii) set forth in Section 3.07(c) of the Disclosure Schedule, (iii) arising under this Agreement, or (iv) that would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any "off balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company's or such Company Subsidiary's published financial statements or other SEC Reports.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except Other than as set forth in Section 3.04(a) 4.07 of the Sellers’ Company Disclosure Schedule, the Company has timely filed (after giving effect to all valid extensions of the time to file) all forms, reports, statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed by it with the SEC since January 1, 20072007 (collectively, LGI has timely filed with any amendments thereto, the “SEC all LGI SEC Documents, all of which are publicly available on XXXXXReports”). Except to the extent amended that the information in any SEC Report has been revised or superseded by a subsequent filing with the SEC made Report filed prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI each SEC Documents Report (including any financial statements or schedules included therein) (i) as of its date and any formsif amended prior to the date hereof as of the date of such amendment complied in all material respects with the requirements of the Exchange Act, reportsthe Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), schedulesincluding, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference thereinthe Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), and (ii) (i) at the time of filing did not, and in or, if amended by a SEC Report filed subsequent to the case date of Subsequent Filings will notthis Agreement, as of the date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements . No subsidiary of the Exchange Act and the Securities ActCompany is or since January 1, as the case may be. None of LGI’s Subsidiaries is 2007, has been required to file any formsform, reports report or other documents document with the SEC. (b) To the Sellers’ Knowledge, each Each of the financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has included (or incorporated by reference) in the SEC Reports (collectively, the “Company Financials”) (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), and (ii) and fairly presents in all material respects the consolidated financial position and the consolidated position, results of operations and operations, cash flows and changes in stockholders’ equity of LGI the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and as otherwise noted therein (except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which are or are expected to be material in nature or amount) all in accordance with GAAP and in all material respects in accordance with the applicable rules and regulations promulgated by the SEC. (c) Neither the Company nor any of its subsidiaries has any liabilities, other than (i) liabilities reflected on the Company Reference Balance Sheet (or disclosed in the notes thereto) or reflected on balance sheets contained in SEC Reports filed for the Company’s first three fiscal quarters during the year ending December 31, 2011, (ii) liabilities incurred subsequent to the date of the Company Reference Balance Sheet in the ordinary course of the business of the Company and its subsidiaries, (iii) liabilities incurred in connection with the Transactions or as permitted or contemplated by this Agreement; and (iv) liabilities that would not be reasonably expected to have a Material Adverse Effect. (d) The Company and its subsidiaries have (i) established and maintain disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 promulgated under the Exchange Act) designed to ensure that material information relating to the Company is made known to the Chief Executive Officer and Chief Financial Officer and (ii) have disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely affect the Company’s or any of its subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or any of its subsidiaries’ internal controls over financial reporting. To the knowledge of the Company, since January 1, 2007, the Company or any of its subsidiaries has not suffered, discovered or been informed of any material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). (e) Since January 1, 2007, to the Company’s knowledge, neither the Company, its subsidiaries, nor any director, officer, Employee, auditor, accountant or Representative of the Company or any of its subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) Each of the Sellers’ Disclosure ScheduleCompany and TransMontaigne Partners has filed all forms, since January 1reports, 2007statements, LGI has timely schedules, certifications and other documents required to be filed by it with the SEC all LGI SEC Documentssince July 1, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof2002 (or, as of their respective dates if later, since inception) (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI "SEC Documents REPORTS"). The SEC Reports (including any documents or information incorporated by reference therein and including any management discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) (i) at the time they were filed complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, the Sarbanes-Oxley Act and, in xxxx xxxx, xxe rules and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretoregulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (iiB) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries TransMontaigne Partners) is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. Except as described in Section 3.07 of the Company Disclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company or TransMontaigne Partners, as applicable, and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated with the Company for accounting purposes and all of the MLP Subsidiaries are consolidated with TransMontaigne Partners for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2005, included in the dates and Company's Quarterly Report on Form 10-Q for the periods covered thereby quarter ended December 31, 2005, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for subsequent adjustments liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that may would not reasonably be required expected to reflect have, individually or in the impact that aggregate, a Company Material Adverse Effect. (d) Except as and to the commencement of the Chapter 11 Cases has had extent set forth on the Sellers consolidated balance sheet of TransMontaigne Partners as of December 31, 2005, included in the TransMontaigne Partners' Transitional Report on Form 10-K for the period ended December 31, 2005, neither TransMontaigne Partners nor any MLP Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and except obligations (i) incurred in connection with the transactions contemplated hereby, if any, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that would not reasonably be expected to have, individually or in the unaudited interim financial statements were or are subject to normal year-end adjustmentsaggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except Except as set forth in Section 3.04(a3.09(a) of the Sellers’ Company Disclosure Schedule, since January 1the Company has filed all forms, 2007reports, LGI has timely statements, schedules, and other documents required to be filed by it with the SEC since July 1, 2003 (together with all LGI exhibits and schedules thereto and all information incorporated therein by reference, the "SEC Documents, all of which are publicly available on XXXXXReports"). Except to the extent amended or superseded by a subsequent filing The SEC Reports (i) were prepared in accordance with the SEC made applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations promulxxxxx xxxxxxxxer, and (ii) did not, at the time they were filed, or, if amended prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements . No Subsidiary of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries Company is required to file any formsform, reports report, or other documents document with the SEC. The Company has made available to Merger Co all material correspondence between the SEC, on the one hand, and the Company, on the other hand, since July 1, 2003 through the date of this Agreement. (b) To Except as set forth in Section 3.09(b) of the Sellers’ KnowledgeCompany Disclosure Schedule, each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at contained in the time at which they were preparedSEC Reports, been prepared fromwhen filed, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects complied with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations operations, and changes in cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are indicated therein (subject to footnotes and other presentation items, and, in the case of pro forma financial statements, to the qualifications stated therein, and, in the case of unaudited statements, normal and recurring year-end adjustments). All of the Company's Subsidiaries are consolidated for GAAP purposes. (c) Except as and to the extent set forth in Section 3.09(c) of the Company Disclosure Schedule or specifically accrued or reserved against in the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2005 (including the notes thereto) included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2005, neither the Company nor any its Subsidiaries has any liability or obligation of any nature (whether direct, indirect, accrued, absolute, unasserted, contingent, known or unknown, determined or determinable, matured or unmatured or otherwise), except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice after December 31, 2005, (iii) reasonable fees and expenses incurred by the Company in connection with the Merger and the Other Transactions, or (iv) that would not have a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ KnowledgeCompany has filed all forms, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI has timely reports and documents required to be filed by it with the SEC since December 31, 1998. All such required forms, reports and documents, and all LGI exhibits and schedules thereto and documents incorporated by reference therein, (including those filed by Company after the date hereof) are referred to herein as the "COMPANY SEC DocumentsREPORTS." As of their respective dates, the Company SEC Reports (i) complied in all material respects with the applicable requirements of which are publicly available on XXXXX. Except to the extent Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder; and (ii) did not at the time each such Company SEC Report was filed (or if amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or supersededthis Agreement, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included thereinfiling) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s the Subsidiaries of Company is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has contained in the Company SEC Reports (including any Company SEC Reports filed by Company after the date hereof until the Closing) (collectively, the "COMPANY FINANCIAL STATEMENTS"), (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC in effect, at the time of filing, with respect thereto, ; (ii) been was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act); and (iii) and fairly presents in all material respects presented the consolidated financial position of Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of LGI Company and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and indicated therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustmentsadjustments which were not, or are not expected to be, material in amount. The balance sheet of Company contained in the Company SEC Reports as of July 1, 2000, is hereinafter referred to as the "COMPANY BALANCE SHEET." (c) Neither Company nor any of its Subsidiaries has any Liabilities of a nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Company and its Subsidiaries taken as a whole, except Liabilities (i) reflected in the Company Balance Sheet; or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices. (d) Company has heretofore furnished to Parent a true and complete copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed following the date hereof, to forms, reports and documents which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ KnowledgeCompany has filed all forms, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI has timely reports and documents required to be filed by it with the SEC since December 31, 1998. All such required forms, reports and documents, and all LGI exhibits and schedules thereto and documents incorporated by reference therein, (including those filed by Company after the date hereof) are referred to herein as the "Company SEC DocumentsReports." As of their respective dates, the Company SEC Reports (i) complied in all material respects with the applicable requirements of which are publicly available on XXXXX. Except to the extent Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder; and (ii) did not at the time each such Company SEC Report was filed (or if amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or supersededthis Agreement, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included thereinfiling) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s the Subsidiaries of Company is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has contained in the Company SEC Reports (including any Company SEC Reports filed by Company after the date hereof until the Closing) (collectively, the "Company Financial Statements"), (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC in effect, at the time of filing, with respect thereto, ; (ii) been was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act); and (iii) and fairly presents in all material respects presented the consolidated financial position of Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of LGI Company and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and indicated therein, except that the unaudited interim financial Financial statements were or are subject to normal and recurring year-end adjustmentsadjustments which were not, or are not expected to be, material in amount. The balance sheet of Company contained in the Company SEC Reports as of July 1, 2000, is hereinafter referred to as the "Company Balance Sheet." (c) Neither Company nor any of its Subsidiaries has any Liabilities of a nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Company and its Subsidiaries taken as a whole, except Liabilities (i) reflected in the Company Balance Sheet; or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices. (d) Company has heretofore furnished to Parent a true and complete copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed following the date hereof, to forms, reports and documents which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI The Company has timely filed with the SEC all LGI SEC Documentsforms, all of which are publicly available on XXXXX. Except reports, statements, schedules, certifications and other documents (including exhibits) required to the extent amended or superseded be filed by a subsequent filing it with the SEC made prior to since July 1, 2004 (the date hereof, as of their respective dates "SEC Reports"). The SEC Reports (including any documents or information incorporated by reference therein and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) (i) at the time they were filed, complied in all material respects with, and any formswere prepared in accordance with, reportsall applicable requirements of the Securities Act of 1933, schedulesas amended (the "Securities Act"), statementsthe Exchange Act, registration statementsthe Sarbanes-Oxley Act and, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations of the XXX xxxxxxxxxed thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in . No Company Subsidiary is subject to the case of Subsequent Filings will comply, in all material respects with the applicable periodic reporting requirements of the Exchange Act and the Securities Actor is or has been since July 1, as the case may be. None of LGI’s Subsidiaries is 2004 otherwise required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC, any foreign Governmental Authority that performs a similar function to that of the SEC or any securities exchange or quotation system. The Company has made available to Parent copies of all material correspondence between the SEC, on the one hand, and the Company and any of the Company Subsidiaries, on the other hand, since July 1, 2004 through the date of this Agreement. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at included or incorporated by reference in the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies SEC Reports complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoSEC, (ii) been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statementseach fairly presents, as permitted by Form 10-Q under the Exchange Act) and fairly presents in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated the Company Subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein in conformity with United States generally accepted accounting principles ("GAAP") consistently applied (except for subsequent adjustments that may be required to reflect as described therein and subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments). All of the Company Subsidiaries are consolidated for accounting purposes. Except as reflected in the financial statements included in the SEC Reports as of June 30, 2006 or otherwise disclosed in an SEC Report filed at least two (2) business days prior to the date of this Agreement, neither the Company nor any of the Company Subsidiaries is a party to any material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act). (c) Except as and to the extent set forth on the consolidated balance sheet (including notes thereof) of the Company and the Company Subsidiaries as at June 30, 2006 included in the Form 10-K/A (the "Balance Sheet") neither the Company nor any Company Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) (collectively, "Liabilities"), except for Liabilities (i) incurred in the ordinary course of business and in a manner consistent with past practice since June 30, 2006, (ii) set forth in Section 3.07(b) of the Company Disclosure Letter, (iii) arising under this Agreement, or (iv) that would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ KnowledgeThe Company has filed all forms, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedulereports, since January 1statements, 2007, LGI has timely schedules and other documents required to be filed by it with the SEC all LGI since July 1, 2001 (collectively, the "SEC Documents, all of which are publicly available on XXXXXReports"). Except to the extent amended or superseded by a subsequent filing The SEC Reports (i) were prepared in accordance with the SEC made prior to applicable requirements of the date hereofSecurities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Sarbanes-Oxley Act of 2002 and, in each case, the rules and regulations xxxxxxxxxxx xxereunder, and (ii) did not, at the time they were filed, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and misleading (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beincluding any financial statements or other documentation incorporated by reference therein). None of LGI’s Subsidiaries No Subsidiary is required to file any formsform, reports report or other documents document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since July 1, 2001 through the date of this Agreement. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at contained in the time at which they were preparedSEC Reports, been prepared fromwhen filed, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects complied with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required to reflect indicated therein (subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments). All of the Subsidiaries are consolidated for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at June 30, 2004 (including the notes thereto) included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2004, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred (i) in connection with the Transactions, or (ii) in the ordinary course of business and in a manner consistent with past practice since June 30, 2004 that would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company has made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to Contracts which previously have been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except Except as set forth in Section 3.04(a3.05(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI Milacron has timely filed with the SEC all LGI Milacron SEC Documents, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI Milacron SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGIMilacron’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the financial statements contained or to be contained in the LGI Milacron SEC Documents (including, in each case, any related notes and schedules) has (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI Milacron and its consolidated Subsidiaries, and complies complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of LGI Milacron and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal year-end adjustments.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To PTI has filed all forms, reports, statements, schedules and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 20072005 (collectively, LGI has timely filed the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the SEC all LGI SEC Documentsapplicable requirements of the Securities Act of 1933, all of which are publicly available on XXXXX. Except to as amended (the extent amended or superseded by a subsequent filing with “Securities Act”), the SEC made prior to Exchange Act, and, in each case, the date hereofrules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries the Sellers, other than PTI, is required to file any formsform, reports report or other documents document with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with US GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI PTI and its consolidated Subsidiaries subsidiaries, as at the respective dates thereof and for the respective periods covered thereby indicated therein, except for subsequent adjustments that may be required to reflect as otherwise noted therein (subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments).

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed all forms, reports and documents (including all exhibits thereto) required to be filed with the Sellers’ KnowledgeCommission since April 30, except 1999, and has heretofore made available to Parent, in the form filed with the Commission, its (i) Annual Report on Form 10-K for the fiscal year ended April 30, 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2001, October 31, 2001 and January 31, 2002, (iii) all proxy statements relating to the Company's meetings of Shareholders (whether annual or special) held since April 30, 1999 and (iv) all other reports or registration statements filed by the Company with the Commission since April 30, 1999 (collectively, the "SEC Reports"). Except as set forth in Section 3.04(a) of the Sellers’ Disclosure ScheduleSchedule 4.4, since January 1, 2007, LGI has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) Reports (i) did notat the time filed complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and in (ii) did not at the case of Subsequent Filings will not, time they were filed contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s the Subsidiaries of the Company is required to file any forms, statements or reports or other documents with the SECCommission pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) To the Sellers’ Knowledge, each of the The consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedules) has (i) at the time at which they Reports were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") throughout the periods indicated involved (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly presents in all material respects presented the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustmentsadjustments (which in the aggregate are not material in amount). (c) Except as (i) set forth on Schedule 4.4, (ii) incurred in the ordinary course of business consistent with past practice since April 30, 2001, (iii) set forth in the financial statements or notes thereto or in the Management's Discussion and Analysis of Financial Condition and Results of Operations, in each case, included in the SEC Reports filed after April 30, 2001 and prior to the date of this Agreement, (iv) relating to performance obligations under Contracts in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries, or (v) liabilities or obligations contained in this Agreement, the Company and its Subsidiaries have no material liabilities or obligations (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (each, a "Liability") of any nature (whether accrued, absolute, contingent or otherwise).

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 20072001 (collectively, LGI has timely filed the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the SEC all LGI SEC Documentsapplicable requirements of the Securities Act of 1933, all as amended (the "SECURITIES ACT"), the Exchange Act, the Sarbanes-Oxley Act of which are publicly available on XXXXX. Except to 2002 and, in each case, the extent amended or superseded by a subsequent filing with rules and regulatioxx xxxxxxxxxxx thereunder, and (ii) did not, at the SEC made prior to the date hereoftime they were filed, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and misleading (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beincluding any financial statements or other documentation incorporated by reference therein). None of LGI’s Subsidiaries No Subsidiary is required to file any formsform, reports report or other documents document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January 1, 2001 through the date of this Agreement. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at contained in the time at which they were preparedSEC Reports, been prepared fromwhen filed, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects complied with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required to reflect indicated therein (subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments). All of the Subsidiaries are consolidated for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at June 30, 2004 (including the notes thereto) included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred (i) in connection with the Transactions, or (ii) in the ordinary course of business and in a manner consistent with past practice since June 30, 2004 that would not reasonably be expected to have a Company Material Adverse Effect. (d) Except as and to the extent set forth on the balance sheet of East Rutherford Group, L.L.C. as at July 31, 2004 and the balance sheet of 0000000 Xova Scotia Company as at July 31, 2004 set forth in Section 3.07(d) of the Company Disclosure Schedule, to the Company's knowledge, neither East Rutherford Group, L.L.C. nor 3072929 Nova Scotia Company has any liabxxxxx xx xbligation of any nature (whether accrued, absolute, contingent or otherwise), except, with respect to each entity, for liabilities and obligations incurred in the ordinary course of business and in a manner consistent with past practice since July 31, 2004 that would not, individually or in the aggregate, reasonably be expected to be material to such entity or to interfere in any material respect with the conduct of such entity's business as conducted on the date of this Agreement. (e) The Company has made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to Contracts which previously have been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (f) The Company and its Subsidiaries have prepared and maintained each of its Uniform Franchise Offering Circulars ("UFOCS") in accordance with applicable Law, have filed its UFOCs in all states in which the Company and its Subsidiaries offered or sold franchises which required registration and approval prior to offers or sales of franchises in such states and have not failed to file any required amendments or renewals on a timely and accurate basis, except where the failure to do any of the foregoing would not reasonably be expected to have a Company Material Adverse Effect. The Company has provided Parent copies of all material correspondence it or any of the Subsidiaries have received or sent since January 1, 2001 affecting the registration and renewals of the UFOCs in the applicable states. The Company and its Subsidiaries do not and have not authorized their officers, directors or representatives to furnish any materials or information which is inconsistent in any material respect with the "earnings claim" information set forth in Item 19 of the UFOCs, as that term is defined by federal and state franchising laws.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ KnowledgeThe Company has filed all forms, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedulereports, since January 1statements, 2007schedules, LGI has timely certifications and other documents required to be filed by it with the SEC all LGI since November 1, 2001 (collectively, the “SEC Documents, all of which are publicly available on XXXXXReports”). Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as As of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof)dates, the LGI SEC Documents Reports (including any documents or information incorporated by reference therein and including any financial statements or schedules included therein) and any forms(i) complied in all material respects with the applicable requirements of the Securities Act of 1933, reportsas amended (the “Securities Act”), schedulesthe Exchange Act, statementsthe Xxxxxxxx-Xxxxx Act and, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries No Subsidiary is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations operations, shareholders’ equity and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required indicated therein (subject, in the case of unaudited statements, to reflect the impact that the commencement absence of the Chapter 11 Cases has had on the Sellers footnotes and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments). All of the Subsidiaries are consolidated for accounting purposes. (c) Except as set forth in the SEC Reports, and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at October 31, 2004, included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2004, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) incurred in the ordinary course of business and in a manner consistent with past practice since October 31, 2004, or (ii) the obligations to pay fees and expenses to the Company’s attorneys, accountants and the Company Financial Advisor relating to the obligations contemplated by this Agreement. None of the liabilities or obligations contemplated by the preceding sentence have had, individually or in the aggregate, or would reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, the aggregate amount of all Indebtedness of the Company and its Subsidiaries (other than any Indebtedness owed by the Company to any Subsidiary or any Subsidiary to the Company or another Subsidiary) does not exceed $75 million.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since Since January 1, 20072020, LGI the Company has timely filed with the Commission all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be (collectively, the “SEC all LGI Filings”). Each SEC DocumentsFiling, all of which are publicly available on XXXXX. Except to the extent as amended or superseded by a subsequent filing with the SEC made supplemented (prior to the date hereofof this Agreement), if applicable, (i) as of its date, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of the last such filing prior to amendment, complied in all material respects with the date hereofapplicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretocase may be, and any other information incorporated by reference therein) the rules and regulations of the Commission thereunder, applicable to such SEC Filing, and (iii) did not, and at the time it was filed (or at the time it became effective in the case of Subsequent Filings will notregistration statements), or, if amended, as of the date of the last such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesor schedules thereto) has contained in the SEC Filings, as amended, supplemented or restated (prior to the date of this Agreement), if applicable, (i) at complies as to form, as of their respective dates of filing with the time at which they were preparedSEC, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by the Form 10-Q under the Exchange Act) on a consistent basis in all material respects throughout the periods indicated (except as may be indicated in the notes thereto or as permitted by Regulation S-X) and (iii) presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries of the Company as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments which are not material, individually or in the aggregate, and the absence of footnote disclosures which if presented, would not reasonably be expected to differ materially from those presented in the audited financial statements forming part of the SEC Filings). (c) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as permitted by Form 10-Q such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules 13a-15 and fairly presents 15d-15 of the Exchange Act. Such disclosure controls and procedures are designed and effective to ensure that material information required to be disclosed in the Company’s periodic reports filed or submitted under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the Commission and other public disclosure documents. The Company is, and has been since January 1, 2020, in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002. Except as disclosed in the SEC Filings, the Company has not identified (i) any material weakness in the design or operation of the Company’s internal control or financial reporting, (ii) any significant deficiency in the design or operation of internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (iii) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, asserted or unasserted, known or unknown, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated financial position and balance sheet of the consolidated results Company (including the notes thereto), except liabilities (i) specifically reflected or reserved against in the balance sheet (or the notes thereto) of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at of June 30, 2022 included in the dates SEC Filings, (ii) incurred after the June 30, 2022 in the ordinary course of business (none of which is a liability for material breach of a contract, tort, infringement or violation of Law), (iii) as expressly contemplated by this Agreement or otherwise incurred in connection with the transactions contemplated herein and for disclosed to the periods covered thereby except for subsequent adjustments Purchaser, (iv) that may be required have been discharged or paid prior to reflect the impact that the commencement date of this Agreement or (v) as would not have a Material Adverse Effect. As of the Chapter 11 Cases date of this Agreement, neither the Company nor any of its Subsidiaries is a party to, or has had on any binding commitment to become a party to, any material “off balance sheet arrangement” within the Sellers and except that meaning of Item 303 of Regulation S-K promulgated under the unaudited interim financial statements were or are subject to normal year-end adjustmentsSecurities Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) Each of the Sellers’ Disclosure ScheduleCompany and TransMontaigne Partners has filed all forms, since January 1reports, 2007statements, LGI has timely schedules, certifications and other documents required to be filed by it with the SEC all LGI SEC Documentssince July 1, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof2002 (or, as of their respective dates if later, since inception) (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI "SEC Documents REPORTS"). The SEC Reports (including any documents or information incorporated by reference therein and including any management discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) and any forms(i) at the time they were filed complied in all material respects with the applicable requirements of the Securities Act of 1933, reportsas amended (the "SECURITIES ACT"), schedulesthe Exchange Act, statementsthe Xxxxxxxx-Xxxxx Act and, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (iiB) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries TransMontaigne Partners) is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. Except as described in Section 3.07 of the Company Disclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company or TransMontaigne Partners, as applicable, and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated with the Company for accounting purposes and all of the MLP Subsidiaries are consolidated with TransMontaigne Partners for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2005, included in the dates and Company's Quarterly Report on Form 10-Q for the periods covered thereby quarter ended December 31, 2005, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for subsequent adjustments liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that may would not reasonably be required expected to reflect have, individually or in the impact that aggregate, a Company Material Adverse Effect. (d) Except as and to the commencement of the Chapter 11 Cases has had extent set forth on the Sellers consolidated balance sheet of TransMontaigne Partners as of December 31, 2005, included in the TransMontaigne Partners' Transitional Report on Form 10-K for the period ended December 31, 2005, neither TransMontaigne Partners nor any MLP Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and except obligations (i) incurred in connection with the transactions contemplated hereby, if any, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that would not reasonably be expected to have, individually or in the unaudited interim financial statements were or are subject to normal year-end adjustmentsaggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 20072009 (collectively, LGI has timely filed the “SEC Reports”). The SEC Reports (i) were prepared, in all material respects, in accordance with the SEC all LGI SEC Documentsapplicable requirements of the Securities Act of 1933, all of which are publicly available on XXXXX. Except to as amended (the extent amended or superseded by a subsequent filing with “Securities Act”), the SEC made prior to Exchange Act, and, in each case, the date hereofrules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein, except for subsequent adjustments that may be required as otherwise noted therein (subject, in the case of unaudited statements, to reflect the impact that the commencement absence of the Chapter 11 Cases has had on the Sellers notes and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments). (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the management of the Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is in all material respects made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) any material fraud, within the knowledge of the Company, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed or furnished, as the Sellers’ Knowledgecase may be, except all SEC Documents required to be filed or furnished, as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedulecase may be, since January 1, 2007, LGI has timely filed by it with the SEC all LGI since May 31, 2002 (collectively, the “Company SEC DocumentsReports”). The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act of 1933, all as amended (the “Securities Act”), or the Securities Exchange Act of which are publicly available on XXXXX. Except to 1934, as amended (the extent “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder and (ii) did not, at the time they were filed, or, if amended or superseded by a subsequent filing with the SEC made prior to the date hereofsupplemented, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements amendment or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notsupplement, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements . No Subsidiary of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries Company is required to file any formsform, reports report or other documents document with the SEC. Section 5.7(a) of the Company Disclosure Schedule lists, and the Company has delivered to Parent copies of, all comment letters received by the Company from the Staff of the SEC since May 31, 2002 and all responses to such comment letters by or on behalf of the Company. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedules) has (i) thereto), as restated to date, contained in the Company SEC Reports, as amended to date, complied at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been thereto in effect at the time of filing and was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial interim statements, the omission of footnotes and otherwise as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein, except for subsequent adjustments that may as otherwise noted therein. (c) Neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to reflect the impact that the commencement be reflected, reserved for or disclosed in a consolidated balance sheet of the Chapter 11 Cases has had Company and its consolidated Subsidiaries, including the notes thereto, prepared as of the date of this Agreement in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and the consolidated Subsidiaries as at May 27, 2005, including the notes thereto (the “2005 Balance Sheet”), (ii) as incurred in the ordinary course of business consistent with past practice since May 27, 2005, (iii) as incurred pursuant to the Transactions, (iv) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (v) as set forth in Section 5.7(c) of the Company Disclosure Schedule. (d) Except as set forth in Section 5.7(d) of the Company Disclosure Schedule, the Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the Sellers individuals responsible for the preparation of the Company’s SEC filings and except other public disclosure documents. (e) Except as set forth in Section 5.7(e) of the Company Disclosure Schedule, the Company and its Subsidiaries maintain accurate books and records reflecting its assets and liabilities and maintain a system of internal accounting controls which provide assurance that the unaudited interim (i) transactions are executed in accordance with management’s authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements were in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s authorization, (iv) the recorded accountability for assets is compared with the existing assets at regular intervals and appropriate action is taken with respect to any differences, and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company has delivered to Parent complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. (f) Section 5.7(f) of the Company Disclosure Schedule lists, and the Company has delivered to Parent copies of, the documentation creating or are subject governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K of the SEC) effected by the Company or its Subsidiaries since May 31, 2002. (g) Ernst & Young LLP, which has expressed its opinion with respect to normal yearthe financial statements of the Company and its Subsidiaries included in the Company SEC Reports (including related notes), is and has been throughout the periods covered by such financial statements (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-end adjustmentsXxxxx Act), (ii) “independent” with respect to the Company within the meaning of Regulation S-X, and (iii) with respect to the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related Rules of the SEC and the Public Company Accounting Oversight Board. Section 5.7(g) of the Company Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for the Company and its Subsidiaries since May 27, 2005. (h) The Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder with respect to the Company’s filings pursuant to the Exchange Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn. Neither the Company nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. The Company has provided to Parent complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and hereby reaffirms, represents and warrants to the Company the matters and statements made in such certificates. (i) Except as permitted by the Exchange Act, neither the Company nor any of its Subsidiaries (i) has, since July 31, 2002, extended or maintained credit, arranged for the extension of credit, or renewed, or (ii) permits to remain outstanding, an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company. (j) The Company is, or will timely be in all material respects, in compliance with all listing and corporate governance requirements of the NYSE, and is in compliance in all material respects with all rules, regulations, and requirements of the Xxxxxxxx-Xxxxx Act and the SEC. (k) Each of the Company, its directors and its senior financial officers has consulted with the Company’s independent auditors and with the Company’s outside counsel with respect to, and (to the extent applicable to the Company) is familiar in all material respects with all of the requirements of, the Xxxxxxxx-Xxxxx Act. The Company is in compliance with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it as of the date hereof and has implemented such programs and has taken reasonable steps, upon the advice of the Company’s independent auditors and outside counsel, respectively, to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefore) with all provisions of the Xxxxxxxx-Xxxxx Act which shall become applicable to the Company after the date hereof.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI The Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with the SEC all LGI since December 31, 2014 (as amended through the Agreement Date, collectively, the “SEC DocumentsReports”). As of their respective dates, all of which are publicly available on XXXXX. Except to the extent or, if amended or superseded by a subsequent filing with the SEC made prior to the date hereofAgreement Date, as of their respective dates the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the Agreement Date will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and/or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were filed or will be filed, or, if so amended or supersededprior to the Agreement Date, then on as of the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end adjustments). The effects of any uncorrected misstatements (taking into account SEC Staff Accounting Bulletin Nos. 99 and 108) accumulated by the Company’s external auditors pertaining to the consolidated financial statements included in the SEC Reports are immaterial, individually and in the aggregate, to the consolidated financial statements of the Company, taken as a whole. (c) The management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is in all material respects made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities. Based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have (A) any fraud or questionable accounting or auditing practices that involves management or other employees who have a significant role in the Company’s internal control over financial reporting or (B) any violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers or directors. Subsequent to the most recently completed evaluation of the Company’s internal controls over financial reporting, the Company has not become aware of any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting. There have been no significant changes in the design or operation of the Company’s internal control over financial reporting as it relates to the preparation of interim financial information that occurred subsequent to the most recently filed SEC Report. (d) Neither the Company nor any Company Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for subsequent adjustments that may be required to reflect liabilities and obligations (i) reflected or reserved against on the impact that the commencement consolidated balance sheet of the Chapter 11 Cases Company and the consolidated Subsidiaries as at March 31, 2016 (including the notes thereto) included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016 (the “Latest Balance Sheet”), (ii) incurred in connection with the Transactions, (iii) disclosed in an SEC Report since the Latest Balance Sheet, or (iv) incurred in the ordinary course of business since March 31, 2016 that would not have a Company Material Adverse Effect. (e) Since December 31, 2014, subject to any applicable grace periods, the Company has been in and is in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of NASDAQ. (f) The Company has made available to Parent true and complete copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (g) As of the Agreement Date, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to any SEC Reports and none of the SEC Reports is, to the Knowledge of the Company, the subject of ongoing SEC review. There are no formal internal investigations, SEC inquiries or investigations or other inquiries or investigations by any Governmental Authority that, to the Knowledge of the Company, are pending or threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary. (h) The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since December 31, 2014, and all responses to such comment letters filed by or on behalf of the Company. (i) To the Company’s Knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act since March 31, 2016. (j) To the Knowledge of the Company, no employee of the Company has provided or is providing information to any Governmental Authority regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company, nor, to the Company’s Knowledge, any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (k) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the Sellers one hand, and except that any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the SEC Reports (including any audited financial statements and unaudited interim financial statements were of the Company included therein). To the Knowledge of the Company, neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any material side agreement (written or oral) or similar Contract with any dealer, distributor or customer. (l) There are subject no outstanding loans or other extensions of credit (excluding reimbursable ordinary business expenses) made by the Company or any of the Company Subsidiaries to normal year-end adjustmentsany of its executive officers (as defined in Rule 3b-7 under the Exchange Act) or directors.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI The Company has timely filed all forms, reports, statements, schedules and other documents required to be filed by the Company with the SEC since January 31, 2015 (together with all LGI amendments thereto, collectively, the “SEC DocumentsReports”). As of their respective dates, all of which are publicly available on XXXXX. Except to the extent or, if amended or superseded by a subsequent filing with the SEC made prior to the date hereofAgreement Date, as of their respective dates the date of the last such amendment, the SEC Reports were prepared (and any SEC Reports filed after the Agreement Date will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and/or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and, in each case, the rules and regulations promulgated thereunder, and did not and will not, at the time they were filed or will be filed, or, if so amended or supersededprior to the Agreement Date, then on as of the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has contained in the SEC Reports, except to the extent updated, amended, restated or corrected by a subsequently filed SEC Report, at the time filed (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and (ii) fairly presents presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods indicated therein (subject, in the case of LGI unaudited statements, to the absence of notes and normal and recurring year-end adjustments). (c) The management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are reasonably designed to ensure that material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (d) Neither the Company nor any Company Subsidiary has any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise, and whether or not required by GAAP to be reflected on a consolidated balance sheet), except for (i) liabilities and obligations reflected or reserved against on the consolidated unaudited balance sheet of the Company and its consolidated Subsidiaries as at of January 31, 2017 (including the dates and notes thereto) included in the Company’s Annual Report on Form 10-K for the periods covered thereby except for subsequent adjustments fiscal year ended January 31, 2017 (the “Latest Balance Sheet”), (ii) liabilities or obligations incurred in the ordinary course of business since the date of the Latest Balance Sheet (other than any breach by the Company or any Company Subsidiary under any Material Contract) that may would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, and (iii) liabilities or obligations incurred in connection with the negotiation of this Agreement or the consummation of the Transactions. (e) Since January 31, 2015, subject to any applicable grace periods, the Company has been in and is in material compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of NASDAQ. (f) The Company has made available to Parent true and complete copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (g) There are no formal internal investigations, SEC inquiries or investigations or other inquiries or investigations by any Governmental Authority that, to the Knowledge of the Company, are pending or threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary. (h) The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since January 31, 2015, and all responses to such comment letters filed by or on behalf of the Company. As of the Agreement Date, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to any SEC Reports and none of the SEC Reports is, to the Knowledge of the Company, the subject of ongoing SEC review. (i) To the Knowledge of the Company, no employee of the Company has provided or is providing information to any Governmental Authority regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company, nor any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (j) None of the Company or any Company Subsidiary has any off-balance sheet arrangement (as defined in Item 303 of Regulation S-K under the Securities Act) that would be required to reflect be disclosed under Item 303 of Regulation S-K. (k) There are no outstanding loans or other extensions of credit made by the impact that the commencement Company or any of the Chapter 11 Cases has had on Company Subsidiaries to any of its executive officers (as defined in Rule 3b-7 under the Sellers and except that the unaudited interim financial statements were Exchange Act) or are subject to normal year-end adjustmentsdirectors.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed or furnished on a timely basis all registration statements, forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the Sellers’ Knowledgedate hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such registration statements, except as set forth forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Reports”). As of their respective effective dates (in Section 3.04(a) the case of SEC Reports that are registration statements filed pursuant to the requirements of the Sellers’ Disclosure ScheduleSecurities Act (as defined below)) and as of their respective SEC filing dates (in the case of all other SEC Reports), since January 1or, 2007, LGI has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent if amended or superseded by a subsequent filing with the SEC made prior to the date hereofof this Agreement, as of their respective dates (and if so amended or superseded, then on the date of the last such amendment or superseding filing prior to the date hereofof this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the LGI SEC Documents Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including any financial statements or schedules included therein“SOX”), as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) and any formswere prepared in all material respects in accordance with the applicable requirements of the Securities Act, reportsthe Exchange Act, schedules, statements, registration statements, proxy statements SOX and other documents applicable Law, each as in effect on the date of any such filing. As of the time of filing with the SEC (including in each caseor, exhibitsif amended prior to the date of this Agreement, schedulesas of the date of such amendment), amendments or supplements theretonone of the SEC Reports contained, and any other information incorporated by reference therein) (i) did notwhen filed, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and (ii) complied, and the Company since the Applicable Date that is not set forth in the case SEC Reports or that has not otherwise been disclosed to BidCo prior to the date hereof. None of Subsequent Filings will complythe SEC Reports is the subject of ongoing SEC review and there are no inquiries or inspections by the SEC regarding the accounting practices of the Company. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. Since the Applicable Date, subject to any applicable grace period, the Company has been in compliance in all material respects with the applicable requirements listing and corporate governance rules and regulations of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SECNasdaq. (b) To the Sellers’ KnowledgeTrue, each correct and complete copies of the audited consolidated financial statements contained or to be contained of the Company (including all notes thereto) and its subsidiaries included in the LGI Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019 (the “Audited Financial Statements”) included in the SEC Documents (including, in each case, any related notes Reports and schedules) has (i) at filed with the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies SEC complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly presents present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and the consolidated results statements of operations, cash flows and Company Shareholders’ equity for the periods indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company’s quarterly reports on Form 10-Q filed with the SEC since the Applicable Date and included in the SEC Reports complied in all material respects with the applicable accounting requirements and the rules and regulations of the SEC, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be specifically indicated in the notes thereto and except for the absence of certain footnote disclosures (none of which if presented would materially differ from those presented in the Audited Financial Statements) and normal and recurring year-end adjustments that are not material as permitted by GAAP) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and the consolidated statements of operations and cash flows of LGI and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent indicated (subject to normal and recurring year-end adjustments as permitted by GAAP, none of which would be material individually or in the aggregate). Since January 1, 2018, there has been no material change in the Company’s accounting methods or principles that may would be required to reflect be disclosed in the impact that Company’s financial statements in accordance with GAAP, except as described in the commencement notes thereto. From the Applicable Date through the date hereof, neither the Company nor any Representative of the Chapter 11 Cases Company has had received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls. (c) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act. Such disclosure controls and procedures are designed and effective to ensure that material information required to be disclosed in the Company’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the Sellers individuals responsible for the preparation of the Company’s filings with the SEC and except other public disclosure documents. The Company is, and has been since the Applicable Date, in compliance in all material respects with the applicable provisions of SOX and the applicable listing and corporate governance rules and regulations of Nasdaq. Neither the Company nor any of its subsidiaries has outstanding, or has arranged any outstanding “extensions of credit” to directors or executive officers of the Company prohibited by Section 402 of SOX. Since the Applicable Date through the date hereof, the Company has not identified (i) any material weakness or significant deficiency in the design or operation of internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the unaudited interim Company’s internal control over financial reporting. The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Reports, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (d) Except (i) as disclosed, reflected, accrued or specifically and adequately reserved against in the consolidated balance sheet of the Company and its subsidiaries dated September 30, 2020 included in the SEC Reports, (ii) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, (iii) for liabilities or obligations expressly contemplated by this Agreement and (iv) liabilities or obligations that would not have, or reasonably be expected to have, a Material Adverse Effect, neither the Company nor any of its subsidiaries has any liabilities or obligations (whether accrued, contingent, determined, absolute or otherwise, whether due or that may become due) of a nature required by GAAP to be reflected in a consolidated balance sheet or disclosed in the notes thereto. There are subject no unconsolidated subsidiaries of the Company. Neither the Company nor any of its subsidiaries is a party to, or has any commitment to normal yearbecome a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-end adjustmentsK promulgated under the Securities Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) Each of the Sellers’ Disclosure ScheduleCompany and TransMontaigne Partners has filed all forms, since January 1reports, 2007statements, LGI has timely schedules, certifications and other documents required to be filed by it with the SEC all LGI SEC Documentssince July 1, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof2002 (or, as of their respective dates if later, since inception) (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI “SEC Documents Reports”). The SEC Reports (including any documents or information incorporated by reference therein and including any management’s discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) and any forms(i) at the time they were filed complied in all material respects with the applicable requirements of the Securities Act of 1933, reportsas amended (the “Securities Act”), schedulesthe Exchange Act, statementsthe Xxxxxxxx-Xxxxx Act and, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (iiB) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries TransMontaigne Partners) is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. Except as described in Section 3.07 of the Company Disclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company or TransMontaigne Partners, as applicable, and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated with the Company for accounting purposes and all of the MLP Subsidiaries are consolidated with TransMontaigne Partners for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2005, included in the dates and Company’s Quarterly Report on Form 10-Q for the periods covered thereby quarter ended December 31, 2005, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries or the notes thereto, except for subsequent adjustments liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that may would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as and to the extent set forth on the consolidated balance sheet of TransMontaigne Partners as of December 31, 2005, included in the TransMontaigne Partners’ Transitional Report on Form 10-K for the period ended December 31, 2005, neither TransMontaigne Partners nor any MLP Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to reflect be reflected on a consolidated balance sheet of TransMontaigne Partners and its Subsidiaries or the impact notes thereto, except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, if any, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that would not reasonably be expected to have, individually or in the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject to normal year-end adjustmentsaggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) Each of the Sellers’ Disclosure ScheduleCompany and TransMontaigne Partners has filed all forms, since January 1reports, 2007statements, LGI has timely schedules, certifications and other documents required to be filed by it with the SEC all LGI SEC Documentssince July 1, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof2002 (or, as of their respective dates if later, since inception) (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI “SEC Documents Reports”). The SEC Reports (including any documents or information incorporated by reference therein and including any management’s discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) and any forms(i) at the time they were filed complied in all material respects with the applicable requirements of the Securities Act of 1933, reportsas amended (the “Securities Act”), schedulesthe Exchange Act, statementsthe Sxxxxxxx-Xxxxx Act and, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (iiB) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries TransMontaigne Partners) is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. Except as described in Section 3.07 of the Company Disclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company or TransMontaigne Partners, as applicable, and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated with the Company for accounting purposes and all of the MLP Subsidiaries are consolidated with TransMontaigne Partners for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2005, included in the dates and Company’s Quarterly Report on Form 10-Q for the periods covered thereby quarter ended December 31, 2005, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries or the notes thereto, except for subsequent adjustments liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that may would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as and to the extent set forth on the consolidated balance sheet of TransMontaigne Partners as of December 31, 2005, included in the TransMontaigne Partners’ Transitional Report on Form 10-K for the period ended December 31, 2005, neither TransMontaigne Partners nor any MLP Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to reflect be reflected on a consolidated balance sheet of TransMontaigne Partners and its Subsidiaries or the impact notes thereto, except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, if any, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2005, or (iii) that would not reasonably be expected to have, individually or in the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject to normal year-end adjustmentsaggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed all forms, reports, statements, exhibits, schedules, certifications and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 2007, LGI has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates 2004 (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI “SEC Documents Reports”). The SEC Reports (including any documents or information incorporated by reference therein and including any financial statements or schedules included therein) and any forms(i) at the time they were filed, reportscomplied in all material respects with the applicable requirements of the Securities Act of 1933, schedulesas amended (the “Securities Act”), statementsthe Exchange Act, registration statementsthe Sxxxxxxx-Xxxxx Act and, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by the requirements of Form 10-Q under promulgated by the Exchange ActSEC and the requirements of Regulation S-X promulgated by the SEC (“Regulation S-X”) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required to reflect indicated therein (subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustmentsadjustments as permitted by the requirements of Form 10-Q and Regulation S-X). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2006, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, to the knowledge of the Company, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (x) incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2006, (y) that are disclosed in the Company Schedules, or (z) that do not have, or would not reasonably be likely to have, a Company Material Adverse Effect. As of May 31, 2007, (i) the aggregate amount of all Funded Debt of the Company and its Subsidiaries (as determined in a manner consistent with the Company’s financial statements included in the Company’s most recent quarterly report on Form 10-Q) is set forth in the Company Schedules and (ii) the aggregate amount of cash and cash equivalents of the Company and its Subsidiaries (as determined in a manner consistent with the Company’s financial statements included in the Company’s most recent quarterly report on Form 10-Q) is set forth in the Company Schedules. As used herein, “Funded Debt” is debt of the Company and its subsidiaries as described in (i), (ii) and (iii) of the definition of Indebtedness. (d) Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC (“Regulation S-K”)).

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI The Company has timely filed all forms, reports, statements, schedules and other documents required to be filed by the Company with the SEC since January 31, 2014 (together with all LGI amendments thereto, collectively, the “SEC DocumentsReports”). As of their respective dates, all of which are publicly available on XXXXX. Except to the extent or, if amended or superseded by a subsequent filing with the SEC made prior to the date hereofAgreement Date, as of their respective dates the date of the last such amendment, the SEC Reports were prepared (and any SEC Reports filed after the Agreement Date will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and/or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and, in each case, the rules and regulations promulgated thereunder, and did not and will not, at the time they were filed or will be filed, or, if so amended or supersededprior to the Agreement Date, then on as of the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has contained in the SEC Reports, except to the extent updated, amended, restated or corrected by a subsequently filed SEC Report, at the time filed (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and (ii) fairly presents presented in accordance with GAAP (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods indicated therein (subject, in the case of LGI unaudited statements, to the absence of notes and normal and recurring year-end adjustments). (c) The management of the Company has implemented and maintains disclosure and internal controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are reasonably designed to ensure the reliability of the Company’s financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and that material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (d) Neither the Company nor any Company Subsidiary has (i) any liability or obligation (whether accrued, absolute, contingent or otherwise that is required by GAAP to be reflected on a consolidated balance sheet), or (ii) to the Knowledge of the Company, any liabilities or obligations (whether accrued, absolute, contingent or otherwise whether or not required by GAAP to be reflected on a consolidated balance sheet) except for (A) liabilities and obligations reflected or reserved against on the consolidated unaudited balance sheet of the Company and its consolidated Subsidiaries as at of October 31, 2017 (including the dates and notes thereto) included in the Company’s Annual Report on Form 10-K for the periods covered thereby except for subsequent adjustments year ended October 31, 2017 (the “Latest Balance Sheet”), (B) liabilities or obligations incurred in the ordinary course of business since the date of the Latest Balance Sheet, (C) liabilities or obligations arising under the Material Contracts (other than in respect of any breach or default of the Company thereunder), (D) liabilities or obligations that may would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole, and (E) liabilities or obligations incurred in connection with the negotiation of this Agreement or the consummation of the Transactions. (e) Since October 31, 2014, subject to any applicable grace periods, the Company has been in and is in material compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of NYSE. (f) The Company has made available to Parent true and complete copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (g) There are no formal internal investigations, SEC inquiries or investigations or other inquiries or investigations by any Governmental Authority that, to the Knowledge of the Company, are pending or threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary. (h) The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since October 31, 2014, and all responses to such comment letters filed by or on behalf of the Company. As of the Agreement Date, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to any SEC Reports and none of the SEC Reports is, to the Knowledge of the Company, the subject of ongoing SEC review. (i) To the Knowledge of the Company, no employee of the Company has provided or is providing information to any Governmental Authority regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company, nor any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (j) None of the Company or any Company Subsidiary has any off-balance sheet arrangement (as defined in Item 303 of Regulation S-K under the Securities Act) that would be required to reflect be disclosed under Item 303 of Regulation S-K. (k) There are no outstanding loans or other extensions of credit made by the impact that the commencement Company or any of the Chapter 11 Cases has had on Company Subsidiaries to any of its executive officers (as defined in Rule 3b-7 under the Sellers and except that the unaudited interim financial statements were Exchange Act) or are subject to normal year-end adjustmentsdirectors.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except Except as set forth in Section 3.04(a3.05(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI Milacron has timely filed with the SEC all LGI Milacron SEC Documents, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI Milacron SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGIMilacron’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the financial statements contained or to be contained in the LGI Milacron SEC Documents (including, in each case, any related notes and schedules) has (i) at the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI Milacron and its consolidated Subsidiaries, and complies complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of LGI Milacron and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent adjustments that may be required to reflect the impact that the commencement of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal year-end adjustments.. NYDOCS03/882968.12

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed all forms, reports, statements, schedules, certifications and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 2007, LGI has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates 2002 (and if so amended or superseded, then on the date of such filing prior to the date hereof)collectively, the LGI “SEC Documents Reports”). The SEC Reports (including any documents or information incorporated by reference therein and including any financial statements or schedules included therein) and any forms(i) at the time they were filed complied in all material respects with the applicable requirements of the Securities Act of 1933, reportsas amended (the “Securities Act”), schedulesthe Exchange Act, statementsthe Sxxxxxxx-Xxxxx Act and, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements theretothe rules and regulations promulgated thereunder, and any other information incorporated by reference therein) (iii) did not, and in at the case time they were filed, or, if amended, as of Subsequent Filings will notthe date of such amendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries No Subsidiary is or has been required to file any formsform, reports report, statement, schedule, certification or other documents document with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesschedules thereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Exchange Securities Act) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required to reflect indicated therein (subject, in the impact that the commencement case of the Chapter 11 Cases has had on the Sellers and except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustmentsadjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2005, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries or the notes thereto, except for liabilities and obligations (i) contemplated by this Agreement, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since March 31, 2005, (iii) set forth in Section 3.07(c) of the Company Disclosure Schedule or (iv) that have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. As of the date hereof, the aggregate amount of all Indebtedness of the Company and its Subsidiaries (other than any Indebtedness owed by the Company to any Subsidiary or any Subsidiary to the Company or another Subsidiary) does not exceed $75,000,000.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed or furnished on a timely basis all registration statements, forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the Sellers’ Knowledgedate hereof by it with the U.S. Securities and Exchange Commission (the "SEC") since the Applicable Date through the date hereof (all such registration statements, except as set forth forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the "SEC Reports"). As of their respective effective dates (in Section 3.04(a) the case of SEC Reports that are registration statements filed pursuant to the requirements of the Sellers’ Disclosure ScheduleSecurities Act (as defined below)) and as of their respective SEC filing dates (in the case of all other SEC Reports), since January 1or, 2007, LGI has timely filed with the SEC all LGI SEC Documents, all of which are publicly available on XXXXX. Except to the extent if amended or superseded by a subsequent filing with the SEC made prior to the date hereofof this Agreement, as of their respective dates (and if so amended or superseded, then on the date of the last such amendment or superseding filing prior to the date hereofof this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the LGI SEC Documents Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (including any financial statements or schedules included therein"SOX"), as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) and any formswere prepared in all material respects in accordance with the applicable requirements of the Securities Act, reportsthe Exchange Act, schedules, statements, registration statements, proxy statements SOX and other documents applicable Law, each as in effect on the date of any such filing. As of the time of filing with the SEC (including in each caseor, exhibitsif amended prior to the date of this Agreement, schedulesas of the date of such amendment), amendments or supplements theretonone of the SEC Reports contained, and any other information incorporated by reference therein) (i) did notwhen filed, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and (ii) complied, and the Company since the Applicable Date that is not set forth in the case SEC Reports or that has not otherwise been disclosed to BidCo prior to the date hereof. None of Subsequent Filings will complythe SEC Reports is the subject of ongoing SEC review and there are no inquiries or inspections by the SEC regarding the accounting practices of the Company. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. Since the Applicable Date, subject to any applicable grace period, the Company has been in compliance in all material respects with the applicable requirements listing and corporate governance rules and regulations of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SECNasdaq. (b) To the Sellers’ KnowledgeTrue, each correct and complete copies of the audited consolidated financial statements contained or to be contained of the Company (including all notes thereto) and its subsidiaries included in the LGI Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019 (the "Audited Financial Statements") included in the SEC Documents (including, in each case, any related notes Reports and schedules) has (i) at filed with the time at which they were prepared, been prepared from, and is in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies SEC complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly presents present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and the consolidated results statements of operations, cash flows and Company Shareholders' equity for the periods indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company's quarterly reports on Form 10-Q filed with the SEC since the Applicable Date and included in the SEC Reports complied in all material respects with the applicable accounting requirements and the rules and regulations of the SEC, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be specifically indicated in the notes thereto and except for the absence of certain footnote disclosures (none of which if presented would materially differ from those presented in the Audited Financial Statements) and normal and recurring year-end adjustments that are not material as permitted by GAAP) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof (taking into account the notes thereto) and the consolidated statements of operations and cash flows of LGI and its consolidated Subsidiaries as at the dates and for the periods covered thereby except for subsequent indicated (subject to normal and recurring year-end adjustments as permitted by GAAP, none of which would be material individually or in the aggregate). Since January 1, 2018, there has been no material change in the Company's accounting methods or principles that may would be required to reflect be disclosed in the impact that Company's financial statements in accordance with GAAP, except as described in the commencement notes thereto. From the Applicable Date through the date hereof, neither the Company nor any Representative of the Chapter 11 Cases Company has had received any material complaint, allegation, assertion, or claim regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls. (c) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act. Such disclosure controls and procedures are designed and effective to ensure that material information required to be disclosed in the Company's periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the Sellers individuals responsible for the preparation of the Company's filings with the SEC and except other public disclosure documents. The Company is, and has been since the Applicable Date, in compliance in all material respects with the applicable provisions of SOX and the applicable listing and corporate governance rules and regulations of Nasdaq. Neither the Company nor any of its subsidiaries has outstanding, or has arranged any outstanding "extensions of credit" to directors or executive officers of the Company prohibited by Section 402 of SOX. Since the Applicable Date through the date hereof, the Company has not identified (i) any material weakness or significant deficiency in the design or operation of internal control over financial reporting which is reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information or (ii) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the unaudited interim Company's internal control over financial reporting. The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Reports, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. (d) Except (i) as disclosed, reflected, accrued or specifically and adequately reserved against in the consolidated balance sheet of the Company and its subsidiaries dated September 30, 2020 included in the SEC Reports, (ii) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, (iii) for liabilities or obligations expressly contemplated by this Agreement and (iv) liabilities or obligations that would not have, or would not reasonably be expected to have, a Material Adverse Effect, neither the Company nor any of its subsidiaries has any liabilities or obligations (whether accrued, contingent, determined, absolute or otherwise, whether due or that may become due) of a nature required by GAAP to be reflected in a consolidated balance sheet or disclosed in the notes thereto. There are subject no unconsolidated subsidiaries of the Company. Neither the Company nor any of its subsidiaries is a party to, or has any commitment to normal yearbecome a party to, any "off balance sheet arrangement" within the meaning of Item 303 of Regulation S-end adjustmentsK promulgated under the Securities Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, since January 1, 2007, LGI The Company has timely filed all material forms, reports, statements, schedules and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 (the “Lookback Start Date”) (as amended and supplemented from time to time, collectively, the “SEC Reports”). The SEC Reports (i) as of their respective dates of filing, complied as to form in all LGI SEC Documentsmaterial respects with the applicable requirements of the Securities Act or the Exchange Act, all and the Xxxxxxxx-Xxxxx Act of which are publicly available on XXXXX. Except 2002, as applicable, and, in each case, the rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing with filing, did not, at the SEC made prior to the date hereoftime they were filed, or, if amended, as of their respective dates such amendment (and if so amended or superseded, then on with respect to the SEC Reports filed after the date of such filing prior to the date hereof)this Agreement, the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will not), contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied, and in . None of the case of Subsequent Filings will comply, in all material respects with Company Subsidiaries is subject to the applicable periodic reporting requirements of the Exchange Act and (other than in its capacity as a Company Subsidiary). As of the Securities Actdate hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the case may be. None date hereof, none of LGI’s Subsidiaries the SEC Reports is required to file any forms, reports the subject of ongoing SEC review or other documents with the SECoutstanding SEC investigations. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in of the LGI SEC Documents Company (including, in each case, any related notes and schedulesthereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby except for subsequent adjustments that may be required indicated therein (subject, in the case of unaudited statements, to reflect the impact that the commencement absence of the Chapter 11 Cases has had on the Sellers notes and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustmentsadjustments that would not be material to the Company and the Company Subsidiaries, taken as a whole). (c) The Company has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and Rule 13a-15(f) of the Exchange Act), reasonably designed to (i) provide reasonable assurances that material information relating to the Company, including its consolidated Subsidiaries, is made known to the principal executive officer, the principal financial officer and the principal accounting officer of the Company by others within those entities and, to the Company’s Knowledge, such disclosure controls and procedures are effective in all material respects in timely alerting the principal executive officer, the principal financial officer and the principal accounting officer of the Company to all material information required to be disclosed by the Company in the reports filed under the Exchange Act and (ii) provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. Since the Lookback Start Date, none of the Company Board nor, to the Knowledge of the Company, the Company’s auditors have been advised of, and the Company’s principal executive officer, principal financial officer and principal accounting officer have not disclosed, based on their most recent evaluation prior to the date of this Agreement, to the Company’s auditor and the Company Board (A) any “significant deficiencies” or “material weaknesses” (each as defined in Rule 12b-2 of the Exchange Act) in the systems of internal controls over financial reporting that has not been subsequently remedied or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since the Lookback Start Date, there have been no written complaints received by the Company from a Governmental Authority regarding accounting, internal accounting controls or auditing practices. (d) Except for matters reflected or reserved against in the most recent consolidated balance sheet of the Company (or the notes thereto) included in the SEC Reports, neither the Company nor any Company Subsidiaries has any liabilities or obligations that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company, except liabilities and obligations that (i) were incurred since the date of such balance sheet in the ordinary course of business, in each case, which have not resulted from or arisen out of, and do not relate, to any breach or violation of, or default under, any Contract, Authorization or Law, (ii) are incurred in connection with the Transactions (and not in connection with any transactions contemplated in alterative thereto) or (iii) would not, individually or in the aggregate, have a Material Adverse Effect. (e) Except as set forth on Section 4.05(e) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has any liability in respect of Indebtedness (other than intercompany Indebtedness among the Company and/or any Company Subsidiary) or of any guarantee, endorsement or suretyship of or with respect to any Indebtedness of any other person (other than the Company or any Company Subsidiary). (f) There is no material unclaimed property or escheat obligation with respect to property or other assets held or owned by the Company or any of the Company Subsidiaries, and the Company and the Company Subsidiaries are in compliance with applicable Law relating to unclaimed property or escheat obligations, except as would not have a Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the Sellers’ Knowledge, except as set forth in Section 3.04(a) of the Sellers’ Disclosure Schedule, SEC since January 1, 20072009 (collectively, LGI has timely filed the “SEC Reports”). The SEC Reports (i) were prepared, in all material respects, in accordance with the SEC all LGI SEC Documentsapplicable requirements of the Securities Act of 1933, all of which are publicly available on XXXXX. Except to as amended (the extent amended or superseded by a subsequent filing with “Securities Act”), the SEC made prior to Exchange Act, and, in each case, the date hereofrules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the LGI SEC Documents (including any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not, and in the case of Subsequent Filings will notamendment, contain any untrue statement of a material fact or omit, or in the case of Subsequent Filings will not omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. None of LGI’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) To the Sellers’ Knowledge, each Each of the consolidated financial statements contained or to be contained in the LGI SEC Documents (including, in each case, any related notes and schedulesthereto) has (i) at the time at which they were prepared, been prepared from, and is contained in accordance with, the books and records of LGI and its consolidated Subsidiaries, and complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under of the Exchange ActSEC) and each fairly presents presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows of LGI the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein, except for subsequent adjustments that may be required as otherwise noted therein (subject, in the case of unaudited statements, to reflect the impact that the commencement absence of the Chapter 11 Cases has had on the Sellers notes and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments). (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the management of the Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is in all material respects made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) any material fraud, within the knowledge of the Company, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither the Company nor any Subsidiary of the Company has any material liability or obligation of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except for material liabilities and obligations (i) reflected or reserved against on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at December 31, 2009 (including the notes thereto) included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, or subsequent SEC Reports, (ii) incurred in connection with the Transactions, or (iii) incurred in the ordinary course of business since December 31, 2009 that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.