Materials Provided to the Conflicts Committee Clause Samples

Materials Provided to the Conflicts Committee. (a) The projections and budgets provided to the Conflicts Committee (including those provided to its financial advisor) as part of the Conflicts Committee’s review in connection with the June 1st Agreement, this Agreement and the other Transaction Documents, and the transactions contemplated hereby and thereby, were prepared by the management of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ and Contributor and, in the opinion of such management with respect to the Partnership and the Assets, have a reasonable basis and are consistent with the current expectations of such management with respect to the Partnership and the Assets and are materially consistent with the provisions of the Coal Supply Contracts and the other Contracts affecting the Kemmerer Mining Operation. The other historical financial and operational information and materials provided to the Conflicts Committee, including those provided to its financial advisor as part of its review for the Conflicts Committee in connection with this Agreement and the Transaction, are complete and correct in all material respects for the periods covered and are derived from and are consistent with the books and records of Contributor and its Affiliates. The internal reserve report, a copy of which is attached to Schedule 3.15 of the Contributor Disclosure Schedules, has been prepared in accordance with the applicable guidance of the Securities and Exchange Commission. The management of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ and Contributor have not intentionally withheld any information from the Conflicts Committee that, on the date hereof, taken together with all other information provided to the Conflicts Committee and its advisors, would reasonably be expected to have a material adverse effect on the business of owning and operating the Assets. (b) Copies of the audited consolidated balance sheets of Kemmerer as of December 31, 2014 and 2013 and the related statements of operations, comprehensive income, shareholder’s equity and cash flows for the years ended December 31, 2014 and 2013 and the eleven months ended December 31, 2012 (collectively, the “Kemmerer Financial Statements”) have been provided to the Conflicts Committee. Each of the Kemmerer 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). The Kemmerer Financial Statements are based on the books and records of Kemmerer and fairly presents, in all material respects, the finan...