Memorandum; Disclaimer of Projections. Seller makes no representation or warranty to Buyer except as specifically made in this Agreement. In particular, Seller makes no representation or warranty to Buyer with respect to any financial projection or forecast delivered by or on behalf of Seller to Buyer. Buyer acknowledges that (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 with respect thereto.
Memorandum; Disclaimer of Projections. The Purchaser acknowledges that neither the Seller nor any Affiliate or representative or advisor of any of them makes or has made any representation or warranty to the Purchaser except as specifically made in this Agreement. In particular, no such person makes or has made any representation or warranty to the Purchaser with respect to (a) any information set forth in the Confidential Information Memorandum distributed by the Target in connection with the transactions contemplated by this Agreement or (b) any financial projection or forecast relating to the Target. With respect to any such projection or forecast delivered by or on behalf of the Seller or its Affiliates to the Purchaser, the Purchaser 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 any person with respect thereto.
Memorandum; Disclaimer of Projections. The Business Entities make no representation or warranty to Buyer except as specifically made in this Agreement. In particular, although the Business Entities make no representation or warranty to Buyer with respect to the certainty or accuracy of any financial projection or forecast delivered by or on behalf of any Business Entity to Buyer, ICF, and ICF on behalf of each Business Entity, prepared such financial projections and forecasts in good faith and has no reason to believe that such financial projections or forecasts are materially incorrect or inaccurate. Notwithstanding this, Buyer acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts, (b) it is familiar with such uncertainties, and (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.
Memorandum; Disclaimer of Projections. Seller makes no representation or warranty to Purchaser except as specifically made in this Agreement. In particular, the Seller makes no representation or warranty to Purchaser with respect to (a) the information set forth in the Confidential Memorandum distributed by Patricof in connection with the offering of the Company or (b) any financial projection or forecast relating to the Company. With respect to any such projection or forecast delivered by or on behalf of Seller to Purchaser, Purchaser 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 Seller with respect thereto.
Memorandum; Disclaimer of Projections. Buyer acknowledges that neither Seller nor any Affiliate or representative or advisor of Seller makes or has made any representation or warranty to Buyer except as specifically made in this Agreement. In particular, no such person makes or has made any representation or warranty to Buyer with respect to (i) any information set forth in the Confidential Memorandum, dated May 1999, distributed by Goldman, Sachs & Co. in connection with the proposed sale of xxx XXXI Business or (ii) any financial projection or forecast relating to the SPPI Business. With respect to any such projection or forecast delivered by or on behalf of Seller to Buyer, Buyer acknowledges that (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 any person with respect thereto other than a claim for fraud or bad faith. Buyer has requested Seller to comment upon the following material reflected on the Data Room Materials Log:
Memorandum; Disclaimer of Projections. Seller makes no representation or warranty to Purchaser except as specifically made in this Agreement. In particular, unless Seller has made the representation or warranty in this Agreement, Seller makes no representation or warranty to Purchaser with respect to (a) the information set forth in the Confidential Memorandum distributed by Xxxxxx Xxxx LLC in connection with the offering of the Companies or (b) any financial projection or forecast relating to the Companies. With respect to any such projection or forecast delivered by or on behalf of Seller to Purchaser, Purchaser acknowledges that (1) there are uncertainties inherent in attempting to make such projections and forecasts, (2) it is familiar with such uncertainties, (3) 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 (4) it shall have no claim against Seller with respect thereto.
Memorandum; Disclaimer of Projections. Purchaser acknowledges that neither PHL nor any Affiliate or representative or advisor of any of them makes or has made any representation or warranty to Purchaser except as specifically made in this Agreement. In particular, no such person makes or has made any representation or warranty to Purchaser with respect to (a) any information set forth in the Confidential Offering Memorandum, dated March 1999, distributed by Bear, Steaxxx & Xo., Inc. in connection with the proposed sale of the Business or (b) any financial projection or forecast relating to the Business. With respect to any such projection or forecast delivered by or on behalf of PHL to Purchaser, Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii)
Memorandum; Disclaimer of Projections. The Shareholders and Hollywood make no representation or warranty to Parent or Sub except as specifically made in this Agreement. In particular, the Shareholders make no representation or warranty to Parent or Sub with respect to (a) the information set forth in the Confidential Information Memorandum dated March 1999 distributed by Banc of America Securities LLC on behalf of Hollywood in connection with the transactions contemplated hereby or (b) any financial projection or forecast relating to HMI. With respect to any such projection or forecast delivered to Parent or Sub, Parent and Sub each 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 the Shareholders, Hollywood or Banc of America Securities LLC with respect thereto.
Memorandum; Disclaimer of Projections. Sellers make no representation or warranty to Buyer except as specifically made in this Agreement. In particular, Sellers make no representation or warranty to Buyer with respect to the information set forth in the Confidential Information Memorandum or any other memoranda distributed in connection with the transactions contemplated hereby or with respect to any financial projection or forecast relating to Sellers. With respect to any such projection or forecast delivered by or on behalf of Sellers to Buyer, Buyer acknowledges that (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 Sellers with respect thereto. (Signature Page to Stock Purchase Agreement)
Memorandum; Disclaimer of Projections. Neither party makes any representation or warranty, implied or otherwise, to the other party except as specifically made in this Agreement. Seller makes no representation or warranty to Purchaser with respect to (a) the information set forth in the Confidential Memorandum distributed by Hambrecht & Quist LLC in connection xxxx xxx ofxxxxxg of the Company's business or (b) any financial projection or forecast delivered by or on behalf of Seller or the Company to Purchaser. Purchaser acknowledges that (w) there are uncertainties inherent in attempting to make such projections and forecasts, (x) it is familiar with such uncertainties, (y) 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 (z) it shall have no claim against Seller or its officers, directors or stockholders with respect thereto.
