Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any investigation by the Parent and Merger Sub of the Company and the Company’s Subsidiaries, the Parent and Merger Sub have received or may receive from the Company and/or the Company’s 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. The Parent and Merger Sub acknowledge that there are uncertainties inherent in all such estimates, projections, forward-looking statements and other forecasts and plans, that the Parent and Merger Sub are familiar with such uncertainties, that the Parent and Merger Sub 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 the Parent and Merger Sub shall have no claim against the Company, any of its Affiliates or any other person with respect thereto. Accordingly, the Parent and Merger Sub 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).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Performance Technologies Inc \De\), Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Network Equipment Technologies Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that (a) there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the (b) Parent and Merger Sub are familiar with such uncertainties, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forward-looking statements, forecasts information or business plans), and that the (c) Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or any rights hereunder with respect thereto. Accordingly, except in respect of the Parent representations and Merger Sub acknowledge that neither warranties expressly set forth in Article III or the certificate delivered by the Company nor any other person on behalf of the Company makes any representation pursuant to Section 6.02(a) 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)for intentional fraud.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trott Byron D), Agreement and Plan of Merger (Weber Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or, except for the representations and warranties expressly set forth in Article III, any rights hereunder with respect thereto. Accordingly, the Parent and Merger Sub 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).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresh Market, Inc.), Agreement and Plan of Merger (Fresh Market, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements information, as well as certain and other forecasts business and certain business strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or any rights hereunder with respect thereto. Accordingly, except pursuant to the Parent and Merger Sub acknowledge that neither the Company nor express terms of this Agreement, including on account of a breach of any other person on behalf of the Company makes any representation representations, warranties, covenants 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)agreements expressly set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent Xxxxxx and Merger Sub and their Affiliates and respective Representatives, the negotiations of this Agreement or the course of the Company and the Company’s SubsidiariesTransactions, the Parent and Parent, Merger Sub and their Affiliates and respective Representatives have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that except in each case (x) for the Parent representations and warranties expressly set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement or in the Support Agreement, (y) as expressly contemplated herein or (z) in the event of Fraud, Parent, Merger Sub shall Sub, their Affiliates and respective Representatives will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or, except for the representations and warranties expressly set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement or the Support Agreement, any rights hereunder with respect thereto. Accordingly, the Parent and Merger Sub 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).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its business and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, or any of its Affiliates Representatives, with respect thereto or any other person rights hereunder with respect thereto. Accordingly, except pursuant to the Parent and Merger Sub acknowledge that neither the Company nor express terms of this Agreement, including on account of a breach of any other person on behalf of the Company makes any representation representations, warranties, covenants 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)agreements expressly set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Soliton, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business plan information in written or verbal communicationsinformation, regarding the Company and its business and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements and other forecasts and statements, as well as in such business plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person Person with respect thereto. Accordingly, ; provided that the preceding shall have no effect on any claims by Parent and Merger Sub acknowledge that neither against the Company nor or any other person on behalf of its Subsidiaries in the Company makes any representation or warranty with respect to such estimates, projections, forward-looking statements, forecasts or plans (including the reasonableness event of the assumptions underlying such estimates, projections, forecasts or plans)fraud.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Exelis Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements information, as well as certain and other forecasts business and certain business strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or any rights hereunder with respect thereto. Accordingly, except pursuant to the Parent and Merger Sub acknowledge that neither the Company nor express terms of this Agreement, including on account of a breach of any other person on behalf of the Company makes any representation representations, warranties, covenants 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)agreements set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius SE & Co. KGaA), Agreement and Plan of Merger (Akorn Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and the Joint Venture Entities and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that (a) there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the (b) Parent and Merger Sub are familiar with such uncertainties, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forward-looking statements, forecasts information or business plans), and that the (c) Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or any rights hereunder with respect thereto. Accordingly, the Parent and Merger Sub acknowledge that neither the Company nor any other person on behalf except in respect of the Company makes any representation representations and warranties expressly set forth in Article III 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)for fraud.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or any rights hereunder with respect thereto. Accordingly, except pursuant to the Parent and Merger Sub acknowledge that neither the Company nor express terms of this Agreement, including on account of a breach of any other person on behalf of the Company makes any representation representations, warranties, covenants or warranty with respect agreements expressly set forth herein (subject to such estimates, projections, forward-looking statements, forecasts or plans (including the reasonableness provisions of the assumptions underlying such estimates, projections, forecasts or plansSection 7.5 and Section 7.6).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective businesses and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, Company or any of its Affiliates Subsidiaries, or any other person of their respective Representatives, with respect thereto or any rights hereunder with respect thereto. Accordingly, except pursuant to the Parent and Merger Sub acknowledge that neither the Company nor express terms of this Agreement, including on account of a breach of any other person on behalf of the Company makes any representation representations, warranties, covenants 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)agreements expressly set forth herein.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business and strategic plan information in written or verbal communicationsinformation, regarding the Company and its businesses, operations, properties, assets, liabilities, condition and prospects. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements statements, as well as in such business and other forecasts and strategic plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall have not relied on such information and will have no claim against the Company, the Company Subsidiaries, or any of its Affiliates their Representatives, with respect thereto or 45 any other person rights hereunder with respect thereto. Accordingly, except pursuant to the Parent and Merger Sub acknowledge that neither the Company nor express terms of this Agreement, including on account of a breach of any other person on behalf of the Company makes any representation representations, warranties, covenants 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)agreements expressly set forth herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cardiovascular Systems Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation by the Parent and Merger Sub of the Company and by Parent as representative of the Company’s Subsidiariesother Rollover Shareholders, the Parent Company has made available to Parent, and Merger Sub have received or may receive from continue to make available after the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company date hereof, certain estimates, projections, forward-looking statements forecasts and other forecasts and forward looking information, as well as certain business plan information in written or verbal communicationsinformation, regarding the Company and its Subsidiaries and their respective business and operations. The Each of Parent and Merger Sub acknowledge hereby acknowledges and agrees that (a) there are uncertainties inherent in all attempting to make such estimates, projections, forward-looking statements forecasts and other forecasts and forward looking statements, as well as in such business plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesis familiar, that the (b) Parent and Merger Sub are is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, forward-looking statements forecasts and other forecasts and plans forward looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forward-forecasts, forward looking statements, forecasts information or business plans), and that (c) Parent, as the Parent and Merger Sub shall have no claim against representative of the CompanyRollover Shareholders in the Transactions, any is solely responsible for the discharge of its Affiliates or any duties towards the other person with respect thereto. Accordingly, the Parent and Merger Sub 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)Rollover Shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Supernova Investment Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation by the Parent and Merger Sub of the Company by Purchaser, Purchaser has received and the Company’s Subsidiaries, the Parent and Merger Sub have received or may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business plan information in written or verbal communicationsinformation, regarding the Company and its business and operations. The Parent and Merger Sub acknowledge Purchaser hereby acknowledges, that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements and other forecasts and statements, as well as in such business plans, with which the Purchaser is familiar, that the Parent and Merger Sub are familiar with such uncertainties, that the Parent and Merger Sub are Purchaser is taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall Purchaser will have no claim against the Company, or any of its Affiliates their respective shareholders, directors, officers, employees, affiliates, advisors, agents, representatives, or any other person Person, with respect thereto. Accordingly, Purchaser hereby acknowledges that none of the Parent and Merger Sub acknowledge that neither the Company Company, nor any of its shareholders, directors, officers, employees, affiliates, advisors, agents, representatives, nor any other person on behalf of the Company makes Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements, forecasts statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Share Purchase Agreement (Compass Group Diversified Holdings LLC)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Acquired Corporations by the Parent and Merger Sub of the Company and the Company’s Subsidiariestheir respective Affiliates and Representatives, the Parent and Merger Sub and their respective Affiliates and Representatives have received or and may continue to receive after the date hereof from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company Acquired Corporations and their respective Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business plan information in written or verbal communicationsinformation, regarding the Acquired Corporations and their business and operations. The Parent and Merger Sub hereby acknowledge that and agree that: (a) there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements and other forecasts and statements, as well as in such business plans, that the with which Parent and Merger Sub are familiar with such uncertainties, that the familiar; (b) Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans); and (c) none of the Acquired Corporations, and that the Parent and Merger Sub shall have no claim against the Company, or any of its their respective Affiliates or Representatives, has made or is making any other person with respect thereto. Accordingly, the Parent and Merger Sub acknowledge that neither the Company nor any other person on behalf of the Company makes any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements, forecasts statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s SubsidiariesSub, the Parent and Merger Sub have received or and may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business plan information in written or verbal communicationsinformation, regarding the Company and its business and operations. The Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in all attempting to make such estimates, projections, forecasts and other forward-looking statements and other forecasts and statements, as well as in such business plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar, that the Parent 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 statements and other forecasts and plans information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements, forecasts information or business plans), and that the Parent and Merger Sub shall will have no claim against the CompanyCompany or any Company Subsidiaries, or any of its Affiliates their respective stockholders, directors, officers, employees, affiliates, advisors, agents or any other person Representatives, with respect thereto. AccordinglyNotwithstanding the foregoing, the nothing in this Section 4.10 or this Agreement shall (i) relieve any Person of liability for fraud, (ii) prevent Parent and Merger Sub acknowledge that neither from relying on the Company nor any other person on behalf representations and warranties of the Company makes set forth in this Agreement, or any representation certificates delivered by the Company in connection with this Agreement or warranty with (iii) be given effect in any claim in respect to such estimates, projections, forward-looking statements, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans)fraud.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C&d Technologies Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any the due diligence investigation of the Company by the Parent and Merger Sub of the Company and the Company’s Subsidiariestheir Representatives, the Parent and Merger Sub and their Representatives have received or and may continue to receive after the date hereof from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forward-looking statements forecasts and other forecasts and forward looking information, as well as certain business plan information in written or verbal communicationsinformation, regarding the Company and its business and operations. The Parent and Merger Sub hereby acknowledge and agree that there are uncertainties inherent in all attempting to make such estimates, projections, forward-looking statements forecasts and other forecasts and forward looking statements, as well as in such business plans, that the with which Parent and Merger Sub are familiar with such uncertaintiesfamiliar. Accordingly, that the Parent and Merger Sub are taking full responsibility for making their own evaluation hereby acknowledge and agree that none 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 Company or plans), and that the Parent and Merger Sub shall have no claim against the Company, any of its Affiliates Subsidiaries, nor any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or any other person with respect thereto. Accordinglyadvisors, the Parent and Merger Sub acknowledge that neither the Company nor any other person on behalf of the Company makes Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forward-forecasts, forward looking statements, forecasts statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts forecasts, forward looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (SodaStream International Ltd.)
