Non-Reliance on Company Estimates, Projections, Forecasts, Forward Sample Clauses

Non-Reliance on Company Estimates, Projections, Forecasts, Forward. Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Purchaser and its Representatives, Purchaser and its Representatives have received and may continue to receive from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Purchaser is familiar, that Purchaser is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to Purchaser (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that except for Fraud in connection with the representations and warranties expressly set forth in Article III, Purchaser will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto.
Sample 1
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Non-Reliance on Company Estimates, Projections, Forecasts, Forward. Looking Statements and Business Plans In connection with the due diligence investigation of the Company by the Guarantor, Newco and Merger Sub, the Guarantors, Newco and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. The Guarantors have acknowledged, and Newco and Merger Sub hereby acknowledge, that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Guarantors, Newco and Merger Sub are familiar, that the Guarantors, Newco and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that the Guarantors, Newco and Merger Sub will have no claim against the Company or any of its Subsidiaries, or any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, the Guarantors have acknowledged, and Newco and Merger Sub hereby acknowledge, that none of the Company or any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Sample 1
Non-Reliance on Company Estimates, Projections, Forecasts, Forward. Looking Statements and Business Plans. In connection with the due diligence investigation of the Sale Entities and the JV Company by Buyer, Buyer has received and may continue to receive from Seller certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Sale Entities and the JV Company and their respective businesses and operations. Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking information. Accordingly, Buyer hereby acknowledges that neither Seller, nor any of its shareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Agreement, in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking information, business plans or cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information, business plans or cost-related plans), in the absence of fraud.
Sample 1
Non-Reliance on Company Estimates, Projections, Forecasts, Forward. Looking Statements and Business Plans. Except for the representations and warranties set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement, Parent and Purchaser hereby acknowledge and agree that none of the Company, the Company Subsidiaries or any of their respective Affiliates or Representatives or any other person has made or is making any other express or implied representation or warranty (including as to merchantability or fitness for any particular use or purpose) with respect to the Company or any Company Subsidiary or their respective businesses or operations, including with respect to any information provided or made available to Parent, Purchaser or any of their respective Affiliates or Representatives or any other person, and that the Parent and Purchaser are not relying on any other representations or warranties not expressly set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement. In connection with any investigation by Parent and Purchaser of the Company and the Company Subsidiaries, Parent and Purchaser have received or may receive from the Company and/or the Company Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications. Parent and Purchaser acknowledge that there are uncertainties inherent in all such estimates, projections, forward-looking statements and other forecasts and plans, that Parent and Purchaser are familiar with such uncertainties, that Parent and Purchaser are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forward-looking statements and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forward-looking statements, forecasts or plans), and that Parent and Purchaser shall have no claim against the Company, any of its Affiliates or any other person with respect thereto. Accordingly, Parent and Purchaser acknowledge that neither the Company nor any other person on behalf of the Company makes any representation or warranty with respect to such estimates, projections, forward-looking statements, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans) except as expres...
Sample 1
Non-Reliance on Company Estimates, Projections, Forecasts, Forward. Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by the Investors and their respective Representatives, the Investors and their respective Representatives have received and may continue to receive from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, in each case containing forward-looking information, regarding the Company and its Subsidiaries and their respective businesses and operations. The Investors hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans to the extent each of them contain forward-looking information with which the Investors are familiar, that the Investors are making their own evaluation of the adequacy and accuracy of such forward-looking information so furnished to the Investors (including the reasonableness of the assumptions underlying such forward-looking information), and that except for the representations and warranties made by the Company in Article III, the Transaction Documents and in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, and other than for fraud, the Investors will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto.
Sample 1

Related to Non-Reliance on Company Estimates, Projections, Forecasts, Forward

  • Financial Projections Borrower shall have delivered to Lender Borrower’s business plan and/or financial projections or forecasts as most recently approved by Borrower’s Board of Directors.

  • Annual Projections As soon as practicable and in any event prior to the beginning of each Fiscal Year, Borrowers shall deliver to Lender projected balance sheets, statements of income and cash flow for Borrowers on a consolidated and consolidating basis, for each of the twelve (12) months during such Fiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Lender.

  • Projections As of the Closing Date, to the best knowledge of Borrower, the assumptions set forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower, and the Projections are reasonably based on such assumptions. Nothing in this Section 4.17 shall be construed as a representation or covenant that the Projections in fact will be achieved.

  • Annual Operating Budget and Financial Projections Within sixty (60) days after the end of each fiscal year of Borrower Representative (and promptly and within five (5) days of any material modification thereto), an annual operating budgets, on a consolidating basis (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower Representative, as approved by Borrower Representative’s Board, together with any related business forecasts used in the preparation of such annual financial projections.

  • Forecasts Any forecasts provided by DXC shall not constitute a commitment of any type by DXC.

  • Estimates User shall pay to Tenant, in advance on a monthly basis, an amount equal to the estimated Rent for each year of the Use Period or part thereof divided by the number of months therein. Attached as Exhibit B is an budget for the Project prepared by Tenant and approved by User, which reflects a good faith estimate of Rent. Based on Exhibit B, the parties have agreed that User will pay to Tenant the monthly sum allocated to User on Exhibit B, in advance, as Tenant’s initial estimate of Rent. From time to time, Tenant may estimate and re-estimate the amount of Rent to be due and deliver a copy of the estimate or re-estimate to User. Thereafter, the monthly installments of Rent shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, User shall have paid all of Rent estimated by Tenant for such calendar year. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when the actual amount of Rent is available for each calendar year or fraction thereof (in the instance of any partial calendar year). (a) On or before January 31 of each calendar year during the term (and within 180 days of the Use Expiration Date), Tenant shall furnish to User a statement of Rent for the previous year (the “Rent Statement”). If Tenant fails to issue a Rent Statement, User will send a written request for Tenant to issue a Rent Statement. Within 30 days of receipt of the request for Rent Statement, Tenant will then issue a Rent Statement. If User’s estimated payments of Rent for the year covered by the Rent Statement exceeded the actual Rent due as indicated in the Rent Statement, then Tenant shall promptly credit or reimburse User for such excess; likewise, if User’s estimated payments of Rent for such year were less than the actual Rent due as indicated in the Rent Statement, then User shall promptly pay Tenant such deficiency. All true up obligations contained in this Agreement shall survive the Use Period. (b) To minimize the administrative burden on each party, Tenant’s books and records with regard to Rent are available for inspection by User at Tenant’s offices during Tenant’s regular business hours for 30 days after the date of issuance of each Rent Statement. The parties agree to work in good faith to address any questions relating to the Rent Statement.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (i) The Audited Financial Statements furnished to the Lenders prior to the Closing Date, (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the financial condition of the Company and its Subsidiaries at the date of such statements of financial condition and the results of the operations of the Company and its Subsidiaries for the periods covered thereby (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, consistently applied (other than as set forth therein), except, in the case of the quarterly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material). (b) After giving effect to the Transactions, since September 30, 2003 (as disclosed in the Company's Quarterly Report on Form 10-Q for such quarter), there has been no Material Adverse Change. (c) On and as of the Closing Date, after giving effect to the Transactions and to all Indebtedness being incurred or assumed in connection therewith, and Liens created by each party in connection therewith, (x) the sum of the assets, at a fair valuation, of each of the Company and its Subsidiaries taken as a whole and the Company and the Subsidiary Guarantors taken as a whole (each of the foregoing, a "SOLVENT ENTITY") will exceed its debts; (y) each Solvent Entity has not incurred and does not intend to incur, nor believes that it will incur, debts beyond its ability to pay such debts as such debts mature; and (z) each Solvent Entity will have sufficient capital with which to conduct its business. For purposes of this Section 4.5(c), "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured.

  • Reliance on Company Statement Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

  • Financial Statements; Projections (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

  • Engineering Report Lender shall have received a current Engineering Report with respect to the Property, which report shall be in form and substance reasonably satisfactory to Lender.

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