Common use of Conflicts Committee Matters Clause in Contracts

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 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 Valero XxXxx or the Subject Entities, taken as a wholeBusiness. (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 Valero XxXxx and the Subject EntitiesBusiness. 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’ Valero McKee’s books and records, as applicable.

Conflicts Committee Matters. (a) No representation or warranty or other statement made by VTDC the Contributors in this Agreement, the VTDC Contributor 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 No Contributor 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 Contributed 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 the Contributors’ management’s current expectations with respect to the Business and the Subject Contributed 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’sthe Contributors’, and the Subject Contributed Entities’ books and records, as applicable.

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 EntitiesParkway Pipeline, 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 EntitiesParkway Pipeline. 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, ’s and the Subject Entities’ Parkway Pipeline’s books and records, as applicable.

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 EntitiesValero Port Xxxxxx, 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 EntitiesValero Port Xxxxxx. 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, ’s and the Subject Entities’ Valero Port Arthur’s books and records, as applicable.