Projections and Forecasts. Each of the projections and forecasts delivered to Agent prior to the date hereof (1) has been prepared by Borrower in light of the past business and performance of Borrower on a consolidated basis and (2) represent as of the date thereof, the reasonable good faith estimates of Borrower's financial personnel.
Projections and Forecasts. Any financial projection or forecast furnished by Borrower or any Guarantor shall be prepared in accordance with GAAP to the extent applicable, based on the good faith judgment of Borrower's management of present circumstances, expected conditions and expected courses of action, and with respect to projections, based on the occurrence of the hypothetical events described therein. The underlying assumptions in such forecasts and projections shall be appropriate and reasonable under the circumstances and, if the forecast or projection presents a range, such range shall not be selected in a misleading manner.
Projections and Forecasts. Each of the projections and forecasts delivered to Agent since January 1, 2001 (1) has been prepared by Borrower in light of the past business and performance of Borrower on a consolidated basis and (2) represent as of the date thereof, the reasonable good faith estimates of Borrower's financial personnel.
Projections and Forecasts. Each of the projections delivered to Lender has been prepared by Borrower in light of the past business and performance of Borrower and represents the reasonable good faith estimates of Borrower's financial personnel.
Projections and Forecasts. In connection with ABC's and Treadco's investigation of the Goodyear Business, ABC and Treadco have received from Goodyear and its Affiliates certain projections and other forecasts for the Goodyear Business and certain plan and budget information. ABC and Treadco acknowledge that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets and that, accordingly, neither ABC nor Treadco will (i) assert any claim against Goodyear or any of its Affiliates or any of their agents, consultants, counsel, accountants, investment bankers or representatives, which claim arises from or is based on such projections, forecasts, plans or budget information, or (ii) hold Goodyear or any of its Affiliates or any such Persons liable, with respect to such a claim. Accordingly, ABC and Treadco agree and acknowledge that Goodyear does not make any representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 5.23.
Projections and Forecasts. 45 Article 6.10 Not Aware of Breaches ................................. 45
Projections and Forecasts. In connection with SRI's investigation of the Goodyear Business Assets and the Goodyear Businesses, SRI has received from Goodyear and its Affiliates certain projections and other forecasts for the Goodyear Business Assets and the Goodyear Businesses and certain plan and budget information. SRI acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets and that, accordingly, SRI will not (i) assert any claim against Goodyear or its Affiliates or any of their agents, consultants, counsel, accountants, investment bankers or representatives, which claim arises from such projections, forecasts, plans or budget information, or (ii) hold Goodyear or its Affiliates or any such persons liable, with respect to such a claim. Accordingly, Goodyear makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets, referred to in this Article 6.09.
Projections and Forecasts. The projections and forecasts of financial performance of Parent and its subsidiaries included in the Confidential Information Memorandum have been prepared in good faith by Borrowers and based on assumptions believed by Borrowers to be reasonable.
Projections and Forecasts. 38 6.23 Tax Status of Wingfoot................................................................38 6.24
Projections and Forecasts. EdgeAudio has provided certain projections and forecasts (collectively the "Forecasts") of its possible future performance to TSET. TSET hereby acknowledges that the Forecasts are speculative in nature, are based on various assumptions that may or not come true, and are not intended to guarantee in any way the future performance of EdgeAudio. Notwithstanding any other provisions of this Agreement, neither EdgeAudio nor the Shareholders are making any representations or warranties regarding the Forecasts, and TSET agrees that it has not relied on and shall not be entitled to rely on the Forecasts for any purpose.
(1) COMPLIANCE WITH PUBLIC INFORMATION REQUIREMENTS OF RULE 144. TSET hereby covenants that at all times following the closing, it shall comply with all public information requirements of SEC Rule 144 that are necessary for the Stockholders to sell their TSET Shares in compliance with Rule 144. The representations and warranties contained in paragraphs (a) through (j) of this Section 12 shall survive the execution and delivery of this Agreement for a period of one year. The representations and warranties contained in paragraph (k) and the covenants contained in paragraph (l) of this Section 12 shall survive the closing indefinitely.
