No Basis for Action. There are no events or circumstances, to the knowledge of the Company, that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity or against or affecting the Company relating to any Environmental Laws.
No Basis for Action. In furtherance of the foregoing, and not in limitation thereof, Parent and Merger Sub each acknowledges to Company and the Shareholders that no representation or warranty, express or implied, of Company or any of its Affiliates or Representatives, with respect to Company or any Subsidiary, including: (1) the information set forth in the Confidential Information Presentation; (2) any other information provided to Parent or Merger Sub or any of their respective Affiliates or Representatives pursuant to the Existing Confidentiality Agreement, including the Evaluation Materials; and (3) any financial projection or forecast delivered to Parent or Merger Sub or any of their respective Affiliates or Representatives with respect to the revenues or profitability that may arise from the operation of Company and its Subsidiaries either before or after the Closing Date, will (except for actual fraud or as otherwise expressly represented in Article 3 (including any Schedules referenced therein) and in any written certificate delivered pursuant hereto) form the basis of any Action (including under Article 7) against Company, any Subsidiary or any Shareholder or any of their respective Affiliates or Representatives with respect thereto or with respect to any related matter. With respect to any projection or forecast delivered by or on behalf of Company or any Subsidiary to Parent or Merger Sub, Parent and Merger Sub each acknowledges to Company that: (i) there are uncertainties inherent in attempting to make such projections and forecasts; (ii) the accuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts; and (iii) they are familiar with each of the foregoing.
