Conflicts Committee Matters. To the knowledge of such Sponsor, the projections and budgets provided in writing to the Conflicts Committee (including those provided to any financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review of the Transaction Documents and the transactions contemplated thereby have a reasonable basis and are materially consistent with the General Partner’s current expectations.
Conflicts Committee Matters. The projections and budgets provided to the Conflicts Committee (including those provided to Evercore Group L.L.C., the financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis and are consistent with the Contributing Parties’ management’s current expectations. The other financial and operational information provided to Evercore Group L.L.C. as part of its review of the proposed transaction for the Conflicts Committee is derived from and is consistent with the Contributing Parties’ books and records.
Conflicts Committee Matters. (a) No representation or warranty or other statement made by VTDC in this Agreement, the VTDC Ancillary Documents, the certificates delivered pursuant to this Agreement or otherwise in connection with the transactions contemplated by this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in this Agreement or therein, in light of the circumstances in which they were made, not misleading.
(b) VTDC has not intentionally withheld disclosure from the Conflicts Committee or its advisors of any fact that would, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or the Subject Entities, taken as a whole.
(c) The projections and budgets provided in writing to the Conflicts Committee (including those provided to any financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis and are consistent with VTDC’s management’s current expectations with respect to the Business and the Subject Entities. All other financial and operational information provided in writing to the Conflicts Committee (including to any financial advisor to the Conflicts Committee) as part of its review of the proposed transaction is derived from and is consistent with VTDC’s, and the Subject Entities’ books and records, as applicable.
Conflicts Committee Matters. (a) No Seller has intentionally withheld disclosure from the Conflicts Committee or its advisors of any fact that would, individually or in the aggregate, have a Material Adverse Effect with respect to the Systems.
(b) The projections and budgets provided in writing to the Conflicts Committee (including those provided to any financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis and are consistent with the Sellers’ management’s current expectations with respect to the Systems. All other financial and operational information provided in writing to the Conflicts Committee (including to any financial advisor to the Conflicts Committee) as part of its review of the proposed transaction is derived from and is consistent with the Sellers’ and Valero Wynnewood’s books and records, as applicable.
Conflicts Committee Matters. Over the course of the negotiation and review of the transactions contemplated by this Agreement, EEP and personnel of certain of its affiliates have provided various materials to the Conflicts Committee (including to Evercore Group L.L.C., the financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review of such transactions, including various presentations and financial models and including all updates and revisions to such materials included in the MEP SEC Filings and other materials provided from time to time (all such materials collectively, the “Conflicts Committee Information”). With respect to the Conflicts Committee Information:
(a) The projections, budgets and other forward-looking information included in the Conflicts Committee Information, when taken as a whole and considering all provided updates and revisions, have a reasonable basis and are consistent with the current expectations of the officers of the delegate of EEP’s general partner with respect to MEP OLP;
(b) The historical financial and operational information included in the Conflicts Committee Information is consistent in all material respects with MEP OLP’s books and records; and
(c) To EEP’s knowledge, the Conflicts Committee Information (taken as a whole and considering all provided updates and revisions) do not contain any misstatement of a material fact or any omission of a material fact necessary to make the Conflicts Committee Information taken as a whole and in the light of the circumstances under which they were made, not misleading
Conflicts Committee Matters. The projections and budgets provided by the management of each of the General Partner and Delek US Holdings, Inc., a Delaware corporation (“DK”) to the conflicts committee of the board of directors of the General Partner (the “Conflicts Committee”) (including those provided to the Conflicts Committee’s financial advisor) as part of its review in connection with this Agreement and the transactions contemplated hereby were prepared and delivered in good faith and have a reasonable basis and are consistent with the current expectations of the management of each of the General Partner and DK as of the date hereof.
Conflicts Committee Matters. The projections and budgets provided by the representatives of Delek Energy to the Conflicts Committee (including those provided to the CC Financial Advisor) as part of its review in connection with this Agreement and the transactions contemplated hereby were prepared and delivered in good faith and have a reasonable basis and are consistent with the current expectations of Delek Energy’s management regarding the Subject Interests.
Conflicts Committee Matters. The projections and budgets provided to the conflicts committee of the board of directors of the General Partner (including those provided to the financial advisor to the conflicts committee) as part of its review in connection with this Agreement and the transactions contemplated hereby were prepared and delivered in good faith and have a reasonable basis and are consistent with the current expectations of the Seller’s management regarding the Transferred Assets. To the extent that such information relates to the periods during which the Seller owned the Transferred Assets, the historical and current information regarding throughput and storage capacity, revenues and costs of sales relating to the Transferred Assets (the “Financial and Operational Information”) are correct in all material respects for such periods and are derived from the Books and Records.
Conflicts Committee Matters. The projections and budgets provided to the Conflicts Committee (including those provided to Evercore Group L.L.C., the financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis and are consistent with the SMP Holdings Group’s management’s current expectations. The other financial and operational information provided to Evercore Group L.L.C. as part of its review of the proposed transaction for the Conflicts Committee is derived from and is consistent with the SMP Holdings Group’s books and records. Copies of the unaudited balance sheet of the Company as of December 31, 2013, and the related unaudited statement of income of the Company for the year ended December 31, 2013 (collectively, the “Financial Statements”) have been provided to the Conflicts Committee. Each of the Financial Statements has 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 fairly presents, in all material respects, the financial position and results of operations of the Company as of the date thereof and for the period indicated therein, except as otherwise expressly noted therein.
Conflicts Committee Matters. The projections and budgets provided to the Conflicts Committee as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis and are consistent with the TIR Sponsors’ management’s current expectations. The other financial and operational information provided to the Conflict Committee as part of its review of the proposed transaction is derived from and is consistent with the TIR Sponsors’ books and records.
