Common use of Disclaimer Regarding Projections Clause in Contracts

Disclaimer Regarding Projections. In connection with Buyer's investigation of the Companies, Buyer has received from Seller or its representatives certain projections, including the information contained in (i) the Confidential Information Package, (ii) responses to requests by Buyer for additional information, and (iii) the management presentation. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underling such estimates, projections and forecasts), and that Buyer shall have no claim against Seller with respect thereto. Accordingly, Buyer agrees that Seller makes no representation or warranty with respect to such projections and other forecasts and plans, except that Seller has no knowledge of any information that would render the projections misleading in any material respects.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Specialty Foods Acquisition Corp), Stock Purchase Agreement (Specialty Foods Corp)

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Disclaimer Regarding Projections. In connection with Buyer's investigation Buyer may be in possession of certain projections and other forecasts regarding the Projects and the Acquired Assets, including but not limited to projected financial statements, cash flow items and other data of the Companies, Buyer has received from Seller or its representatives Projects and the Acquired Assets and certain projections, including business plan information of the information contained in (i) the Confidential Information Package, (ii) responses to requests by Buyer for additional information, and (iii) the management presentationProjects. Buyer acknowledges that there are substantial uncertainties inherent in attempting to make such projections and other forecasts and plansplans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underling such estimates, projections and forecasts)it, and that Buyer shall have no claim against Seller anyone with respect thereto. Accordingly, Buyer agrees that acknowledges that, without limiting the generality of ‎Section 4.12, neither Seller makes no nor any of its Affiliates, Representatives, agents or advisors has made any representation or warranty with respect to such projections and other forecasts and plans, except that . Nothing contained in this ‎Section 4.09 shall limit the rights of Buyer with respect to any representation or warranty of Parent or Seller has no knowledge contained in Article ‎3 of any information that would render the projections misleading in any material respectsthis Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dayton Power & Light Co)

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Disclaimer Regarding Projections. In connection with Buyer's ’s investigation of the CompaniesCompany, Buyer has received from Seller or and its representatives certain projections, including the information contained in (ia) the Confidential Information Package, (ii) responses to requests by Buyer for additional information, projections and other forecasts and (iiib) the management presentationbusiness plan information. Buyer acknowledges that (w) there are uncertainties inherent in attempting to make such any projections and other forecasts and plans, that (x) Buyer is familiar with such uncertainties, that (y) Buyer is taking full responsibility for making its own evaluation of the adequacy and and, except as expressly set forth in ARTICLE III, accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underling such estimates, projections and forecasts)it, and that (z) except in connection with a breach of ARTICLE III, which is governed by ARTICLE X, Buyer shall have no claim against Seller any Person with respect thereto. Accordingly, except as expressly set forth in ARTICLE III, Buyer agrees acknowledges that Seller makes no has not made, and is not making, any representation or warranty with respect to such projections and other projections, forecasts and or plans, except that Seller has no knowledge of any information that would render the projections misleading in any material respects.. STRICTLY CONFIDENTIAL

Appears in 1 contract

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

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