Disclaimer of Projections. Each of RSI and JPFI acknowledges that any financial projections that may have been or are hereafter delivered to the other party (the "Financial Projections") reflect a number of estimates and highly subjective assumptions and judgments concerning anticipated results of operations. These assumptions and judgments may or may not prove to be correct and there can be no assurance that any projected results are attainable or will be realized. Each of JPFI and RSI expressly disclaims any representation or warranty, express or implied, as to the accuracy or completeness of the Financial Projections and each of RSI and JPFI acknowledges that it has not relied and will not rely on the Financial Projections, in connection with its evaluation of the transactions contemplated by the Merger Agreement and shall have no right to terminate this Agreement or to not consummate the Merger on the basis of RSI's or JPFI's failure to achieve any Financial Projections.
Disclaimer of Projections. Except as specifically made in this Agreement, Sellers makes no representation or warranty to Purchaser. In particular, except as specifically made in this Agreement, Sellers make no representation or warranty to Purchaser or Purchaser Parent with respect to (a) any information presented at any management presentation conducted in connection with the transactions contemplated hereby, or (b) any financial projection or forecast, written or oral, relating to the Company. With respect to any such projection or forecast delivered by or on behalf of Sellers and/or the Company, each of Purchaser and Purchaser Parent acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, and (iv) it shall have no claim against Sellers with respect thereto.
Disclaimer of Projections. With respect to any of the representations and warranties contained in Section 2.20 of this Agreement relating to any financial projection or forecast with respect to the Assets delivered by or on behalf of Seller or Summit to Buyer, Buyer acknowledges that to the extent such projections or forecasts were made in good faith: (A) there are uncertainties inherent in attempting to make such projections and forecasts; (B) it is familiar with such uncertainties; (C) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it; and (D) it shall have no claim against Seller or Summit with respect to any such projection or forecast.
Disclaimer of Projections. The Seller and the Company make no warranty to the Buyer except as specifically made in this Agreement. In particular, the Seller and the Company make warranty to the Buyer with respect to (a) any information presented at any management presentation conducted in connection with the traniactions contemplated hereby, or (b) any financial projection or forecast, written or oral, relating to the Company. With respect to any such projection or forecast delivered by or on behalf of Sellel and the Company to the Buyer, the Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking fulI responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, and (iv) except with respect to fraud or intentional misrepresentations, it shall have no claim against any Seller or the Company with respect thereto. [The remainder of this page is intentionallyleftblank.] 1385198o.
Disclaimer of Projections. Neither the Company nor any officer, director, affiliate, agent or member thereof makes any representation or warranty to Parent or Sub except as specifically made in this Agreement. In particular, the Company makes no representation or warranty to Parent or Sub with respect to any financial projection or forecast of or relating to the Company. With respect to any such projection or forecast delivered by or on behalf of the Company to Parent or Sub, the Parent and Sub each acknowledge that (a) there are uncertainties inherent in attempting to make such projections and forecasts, (b) they are familiar with such uncertainties, (c) they are taking full responsibility for making their own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to them, and (d) they shall have no claim against the Company with respect thereto.
Disclaimer of Projections. Neither Seller nor the Company, nor any Person on behalf of either of them, makes or has made, and Seller expressly disclaims, any direct or indirect representation or warranty with respect to (i) the accuracy or completeness of any information, written, oral or in any other format, which has been made available, or is made available prior to the Closing, relating to the Company, its assets, business, affairs, financial condition, results of operations or prospects, except as expressly and specifically set forth in this Agreement or any Seller Document, or (ii) any projections, estimates or budgets that have been made available, or are made available prior to the Closing, to Purchaser or Zedi regarding any future financial results, financial condition or operations of the Company or its business.
Disclaimer of Projections. The Shareholders make ------------------------- no representation or warranty to Buyer except as specifically made in this Agreement. In particular, the Shareholders make no
Disclaimer of Projections. Buyer hereby acknowledges and agrees that Federal-Mogul does not make any representations or warranties to Buyer except as specifically made in Article IV of this Agreement or in the Transaction Documents. In particular, Federal-Mogul does not make any representations or warranties to Buyer with respect to any financial projections or forecasts relating to the Business. With respect to any such projections, or forecasts, Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, (iv) planned efficiencies or business opportunities may not materialize for a number of reasons, and (v) Buyer shall have no claim against Federal-Mogul or Federal-Mogul Corporation or any of its Subsidiaries with respect thereto.
Disclaimer of Projections. Seller makes no representation or warranty with respect to the any financial projection or forecast delivered by or on behalf of Seller in connection with the transactions described in this Agreement. Buyer acknowledges that with respect to any such financial projection and forecast furnished to it (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts, and (iv) it shall have no claim against Seller with respect thereto. Notwithstanding the foregoing, nothing set forth in this Section 7.13 shall excuse Seller’s liability for any fraud by any Selling Party in connection with this Agreement.
Disclaimer of Projections. Neither the Company, either Seller or any of their respective Representatives makes any representation or warranty to Acquirer with respect to any financial projection or forecast relating to the Company. With respect to any such projection or forecast delivered by or on behalf of the Company or the Sellers to Acquirer, Acquirer acknowledges that (a) there are no uncertainties inherent in attempting to make such projections and forecasts, (b) it is familiar with such uncertainties, (c) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projects and forecasts so furnished to it and (d) it shall have no claim against the Company or the Sellers other than claims involving fraud.
