Common use of Non-Reliance on Company Estimates Clause in Contracts

Non-Reliance on Company Estimates. In connection with the due diligence investigation of the Company by Parent and its Subsidiaries, Parent and its Subsidiaries have received and may continue to receive from the Company certain estimates, projections and other forecasts for the business of the Company and its Subsidiaries and certain plan and budget information. Each of Parent and its Subsidiaries acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Parent and its Subsidiaries acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Parent and its Subsidiaries are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgets), and that neither Parent nor Merger Sub is relying on any estimates, projections, forecasts, plans or budgets furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub shall, and shall cause its Affiliates and their respective Representatives not to, hold any such Person liable with respect thereto; provided that, nothing contain in this Section 5.10 shall be deemed to limit the representations and warranties of the Company set forth in Article IV.

Non-Reliance on Company Estimates. In connection with the due diligence investigation of the Company by Parent Parent, Merger Sub and its Subsidiariestheir respective affiliates and Representatives, Parent Parent, Merger Sub and its Subsidiaries their respective Affiliates and Representatives have received and may continue to receive from the Company Company, its Subsidiaries and/or their respective Affiliates and Representatives certain estimates, projections and other forecasts for forecasts, as well as certain business plan information, regarding the business of the Company and Company, its Subsidiaries and certain plan their business and budget informationoperations. Each of Parent and its Subsidiaries acknowledges Merger Sub hereby acknowledge and agree that these estimates, projections, forecasts, plans forecasts and budgets information and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Parent and its Subsidiaries acknowledges Merger Sub acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, projections and forecasts, plans and budgetsas well as in such business plans, (b) that Parent and its Subsidiaries Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, projections and forecasts, plans and budgets as well as such business plans, so furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgetsforecasts or business plans), and (c) that neither Parent nor Merger Sub is relying on any estimates, projections, forecasts, forecasts or business plans or budgets furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub shall, and shall cause its Affiliates and their respective Representatives not to, hold any such Person person liable with respect thereto, other than fraud in connection therewith; provided that, that nothing contain contained in this Section 5.10 4.14 shall be deemed to limit in any way the representations and warranties of the Company set forth in Article IVthis Agreement.

Non-Reliance on Company Estimates. In connection with the due diligence investigation of the Company by Parent and its Subsidiariesrespective Affiliates and Representatives, Parent and its Subsidiaries respective Affiliates and Representatives have received and may continue to receive from the Company Company, its Subsidiaries and/or their respective Affiliates and Representatives certain estimates, projections and other forecasts for forecasts, as well as certain business plan and budget, regarding the business of the Company and Company, its Subsidiaries and certain plan their business and budget informationoperations. Each of Parent and its Subsidiaries Merger Sub (when it executes the Merger Sub Joinder) hereby acknowledges and agrees that these estimates, projections, forecasts, plans forecasts and budgets information and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Parent and its Subsidiaries Merger Sub (when it executes the Merger Sub Joinder) acknowledges and agrees (a) that there are uncertainties inherent in attempting to make such estimates, projections, projections and forecasts, as well as in such business plans and budgets, (b) that Parent and its Subsidiaries are it is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, projections and forecasts, as well as such business plans and budgets budgets, so furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forecasts or business plans and budgets), and (c) that neither Parent nor Merger Sub (when it executes the Merger Sub Joinder) is relying on any estimates, projections, forecasts, forecasts or business plans or and budgets furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub shall, and shall cause its Affiliates and their respective Representatives not to, hold any such Person person liable with respect thereto, other than fraud in connection therewith; provided that, that nothing contain contained in this Section 5.10 4.13 shall be deemed to limit in any way the representations and warranties of the Company set forth in Article IVthis Agreement.

Non-Reliance on Company Estimates. In connection with The Company has made available to the due diligence investigation Purchaser Parties and/or members of the Company by Parent and its SubsidiariesPurchase Group, Parent and its Subsidiaries have received and may continue to receive from the Company make available, certain estimates, projections and other forecasts for the business of the Company and its Subsidiaries Acquired Companies and certain plan and budget information. Each of Parent and its Subsidiaries the Purchaser Parties acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Parent and its Subsidiaries the Purchaser Parties acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Parent and its Subsidiaries the Purchaser Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgets), and that neither Parent nor Merger Sub none of the Purchaser Parties is relying on any estimates, projections, forecasts, plans or budgets furnished by any of the Company, its Subsidiaries Acquired Companies or their respective Affiliates and Representativesor any Representative of the foregoing, or the accuracy or completeness thereof, and neither Parent nor Merger Sub none of the Purchaser Parties shall, and shall cause its Affiliates and their respective Representatives not to, hold any such Person person liable with respect thereto; provided that, nothing contain in this Section 5.10 shall be deemed to limit the representations and warranties of the Company set forth in Article IV.

Non-Reliance on Company Estimates. In connection with the due diligence investigation of the Company by Parent the Parent, its Affiliates and their respective Representatives, the Parent, its Subsidiaries, Parent Affiliates and its Subsidiaries their respective Representatives have received and may continue to receive from the Company Company, their Affiliates and their respective Representatives certain estimates, projections and other forecasts for forecasts, as well as certain business plan information, regarding the business of the Company and Company, its Subsidiaries and certain plan their business and budget informationoperations. Each of The Parent hereby acknowledges and its Subsidiaries acknowledges agrees that these estimates, projections, forecasts, plans forecasts and budgets information and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of the Parent acknowledges and its Subsidiaries acknowledges agrees (a) that there are uncertainties inherent in attempting to make such estimates, projections, projections and forecasts, plans and budgetsas well as in such business plans, (b) that the Parent and its Subsidiaries are is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all estimates, projections, projections and forecasts, plans and budgets as well as such business plans, so furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgetsforecasts or business plans), and (c) that neither the Parent nor Merger Sub is not relying on any estimates, projections, forecasts, forecasts or business plans or budgets furnished by the Company, its Subsidiaries their Affiliates or their respective Affiliates and Representatives, and neither the Parent nor Merger Sub shallshall not, and shall cause its Affiliates and their respective Representatives not to, hold any such Person person liable with respect thereto, other than fraud in connection therewith; provided that, that nothing contain contained in this Section 5.10 4.22 shall be deemed to limit in any way the representations and warranties of the Company set forth in Article IVthis Agreement.

Non-Reliance on Company Estimates. Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and its Subsidiaries, Parent and its Subsidiaries by the Parent and the Purchaser and their respective Affiliates, stockholders and Representatives, the Parent and the Purchaser and their respective Affiliates, stockholders and Representatives have received and may continue to receive after the date hereof (including pursuant to Section 6.3(b)) from the Company certain estimates, projections and other forecasts for the business of the Company and its Subsidiaries Affiliates, stockholders and Representatives certain plan and budget information. Each of Parent and its Subsidiaries acknowledges that these estimates, projections, forecastsforecasts and other forward-looking information, plans as well as certain business plan information, regarding the Company and budgets its business and operations. The Parent and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Parent and its Subsidiaries acknowledges Purchaser hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecastsforecasts and other forward-looking statements, plans as well as in such business plans, with which the Parent and budgetsthe Purchaser are familiar, that the Parent and its Subsidiaries the Purchaser are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecastsforecasts and other forward-looking information, plans and budgets as well as such business plans, so furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgetsforward-looking information or business plans), and that neither the Parent and the Purchaser will have no claim against the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders or Representatives, or any other Person, with respect thereto. Accordingly, the Parent and the Purchaser hereby acknowledge and agree that none of the Company or any of its Subsidiaries, nor Merger Sub any of their respective Affiliates, stockholders or Representatives, nor any other Person, has made or is relying on making any express or implied 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 budgets furnished business plans). The Parent and the Purchaser each expressly disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by the Company, Company or any Person with respect to the Company or any of its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub shall, and shall cause its Affiliates and their respective Representatives not to, hold any such Person liable with respect thereto; provided that, nothing contain in this Section 5.10 shall be deemed to limit other than the representations and warranties of the Company set forth in Article IVthis Agreement. The Parent and the Purchaser each expressly disclaims any obligation or duty by the Company or any of its Subsidiaries or any of their respective Affiliates, equityholders or Representatives to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in this Agreement.