Common use of Projections and Other Information Clause in Contracts

Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station that Buyer has received from the Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective members, officers, Employees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, with respect thereto. Buyer represents that none of WTGS TV, the Seller nor any of their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Media General Inc)

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Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station Business that Buyer has received from the Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective membersits directors, officers, Employeesemployees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons persons liable, with respect thereto. Buyer represents that none neither of WTGS TV, the Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreementexplicitly included herein.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station Stations that Buyer has received from the Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective its members, officers, Employees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, with respect thereto. Buyer represents that none of WTGS TV, the neither Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station that Buyer has received from the Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective its members, officers, Employees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, with respect thereto. Buyer represents that none of WTGS TV, the neither Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to Seller, the Seller High Plains Entities and the operation of the Station Business that Buyer has received from the Seller or Seller, any of its AffiliatesAffiliates or Seller’s advisors, (a) Buyer is not relying on such documentation in making its determination with respect to signing this Agreement or completing the transactions contemplated hereby, (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, (bc) Buyer is familiar with such uncertainties, (cd) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (de) Buyer does not have, and will not assert, any claim against WTGS TVSeller, the Seller High Plains Entities, their respective Affiliates or any of their respective membersdirectors, officers, Employeesmembers, managers, employees, Affiliates or representatives, or hold WTGS TVSeller, the Seller High Plains entities or any such Persons liable, with respect thereto. Buyer represents and warrants that none neither of WTGS TVSeller, the Seller High Plains Entities nor any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TVSeller, the Seller, High Plains Entities or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TVneither Seller, the Seller High Plains Entities nor any of its their respective Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller or any High Plains Entity relating to the Seller or any High Plains Entity or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 3.8 will in any way limit Buyer’s rights (including under Section 10.03(a7.1(a) and Article XII9) with respect to the express representations and warranties of Seller explicitly included in this AgreementArticle 3.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexstar Broadcasting Group Inc), Asset Purchase Agreement (Nexstar Broadcasting Group Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station Stations that Buyer has received from the Seller or any of its Affiliatesaffiliates, (a) Buyer is not relying on such documentation in making its determination with respect to signing this Agreement or completing the transactions contemplated hereby, (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, (bc) Buyer is familiar with such uncertainties, (cd) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (de) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective membersits directors, officers, Employeesmembers, Affiliates managers, employees, affiliates or representatives, or hold WTGS TV, the Seller or any such Persons persons liable, with respect thereto. Buyer represents and warrants that none neither of WTGS TV, the Seller nor any of their Affiliates its affiliates nor any other Person person or entity has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates affiliates or any other Person person or entity will have or be subject to any liability to Buyer or any other Person person or entity resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 3.8 will in any way limit Buyer’s rights (including under Section 10.03(a7.1(a) and Article XII9) with respect to the express representations and warranties of Seller in this Agreementexplicitly included herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lin Tv Corp.)

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and Company or the operation of the Station Business that Buyer has received from the Seller or Sellers, any of its AffiliatesSellers’ Affiliates or Sellers’ advisors, (a) Buyer is not relying on such documentation in making its determination with respect to executing this Agreement or completing the Transaction; (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, ; (bc) Buyer is familiar with such uncertainties, ; (cd) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, Buyer; and (de) Buyer does not have, and will not assert, any claim Action against WTGS TV, the Seller Sellers or their Affiliates or any of their respective membersdirectors, officers, Employeesmembers, Affiliates shareholders, managers, employees or representatives, or hold WTGS TV, the Seller Sellers or any such Persons liable, with respect thereto. Buyer represents and warrants that none of WTGS TVSellers, the Seller nor any of their Affiliates Sellers’ Affiliates, nor any other Person Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, Company or the transactions contemplated by this Agreement Business or the Transaction not expressly set forth in this AgreementARTICLE 2 or ARTICLE 3, and none of WTGS TV, the Seller Sellers nor any of its their Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its their representatives or Buyer’s use of, of any such information, including any confidential memoranda distributed on behalf of Sellers in respect of the Seller relating to Company or the Seller Business or other publications or data room information provided or made available to Buyer or its representatives, or any other document or information in any form provided or made available to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this AgreementTransaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tegna Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller Sellers, the Stations, the Business and the operation of the Station transactions contemplated hereby that Buyer has received from the Schurz, any Seller or any of its Affiliatestheir respective Affiliates or advisors and that is not expressly set forth in this Agreement, (a) Buyer is not relying on such documentation in making its determination with respect to signing this Agreement or completing the transactions contemplated hereby, (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, (b) and Buyer is familiar with such uncertainties, (c) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TVSchurz, the Seller Sellers, their respective Affiliates or any of its or any of their respective membersdirectors, officers, Employeesmembers, managers, employees, Affiliates or representatives, or hold WTGS TVSchurz, the Seller Sellers or any such Persons liable, with respect thereto. Buyer represents that none None of WTGS TVSchurz, the Seller nor Sellers, any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Schurz or the Seller Sellers relating to the Seller Purchased Assets or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gray Television Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station Business (“Provided Information”) that Buyer has received from the Seller or Seller, any of its AffiliatesAffiliates or Seller’s advisors, (a) Buyer is not relying on such documentation in making its determination with respect to signing this Agreement or completing the transactions contemplated hereby, (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, (bc) Buyer is familiar with such uncertainties, (cd) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (de) Buyer does not have, and will not assert, any claim against WTGS TVSeller, the Seller its Affiliates or any of their respective membersits directors, officers, Employeesmembers, managers, employees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, liable with respect thereto. Buyer represents and warrants that none neither of WTGS TV, the Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, Provided Information or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TVand, the neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such informationProvided Information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated herebyProvided Information. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 3.8 will in any way limit Buyer’s rights (including under Section 10.03(a7.1(a) and Article XIIARTICLE 9) with respect to the express representations and warranties of Seller explicitly included in this AgreementAgreement or any certificate delivered pursuant to Section 8.1(c).

Appears in 1 contract

Samples: Asset Purchase Agreement (Scripps E W Co /De)

Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller Sellers and the operation of the Station Business that Buyer has received from the Seller Sellers or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller Sellers or any of their respective membersits directors, officers, Employeesemployees, Affiliates or representatives, or hold WTGS TV, the Seller Sellers or any such Persons persons liable, with respect thereto. Buyer represents that none of WTGS TV, the Seller Sellers nor any of their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the SellerSellers, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, neither the Seller Sellers nor any of its their Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller Sellers relating to the Seller Sellers or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreementthe Sellers explicitly included herein.

Appears in 1 contract

Samples: Option Agreement (Sinclair Broadcast Group Inc)

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Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station that Buyer has received from the Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective its members, officers, Employees, Affiliates or representativesRepresentatives, or hold WTGS TV, the Seller or any such Persons liable, with respect thereto. Buyer represents that none of WTGS TV, the neither Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives Representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representativesRepresentatives, or any other document or information in any form provided to Buyer or its representatives Representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media General Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, plans and budget information and similar documentation or information relating to the Seller and the operation of Seller, the Station Business, the Assets and/or the Stations that Buyer has received from the Seller or any of its Affiliates, (a) Seller makes no representation or warranty, (b) Buyer is not relying on such documentation in making its determination with respect to signing this Agreement or completing the transactions contemplated hereby, (c) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, and there is no assurance that any projected or forecasted results will be achieved (bd) Buyer is familiar with such uncertainties, (ce) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (df) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective membersits directors, officers, Employeesmembers, Affiliates managers, employees, affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, with respect thereto. Buyer represents and warrants that none neither of WTGS TV, the Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TVSeller, the SellerStations, the Station Business, the Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein in this Section 4.9 to the contrary, nothing in this Section 4.09 4.9 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreementexplicitly included herein.

Appears in 1 contract

Samples: Asset Purchase Agreement

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station Business that Buyer has received from the Seller or Seller, any of its AffiliatesAffiliates or Seller’s advisors, (a) Buyer is not relying on such documentation in making its determination with respect to signing this Agreement or completing the transactions contemplated hereby, (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, (bc) Buyer is familiar with such uncertainties, (cd) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (de) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller its respective Affiliates or any of their respective membersdirectors, officers, Employeesmembers, managers, employees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, with respect thereto. Buyer represents and warrants that none neither of WTGS TV, the Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, Seller or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 3.8 will in any way limit Buyer’s rights (including under Section 10.03(a7.1(a) and Article XII9) with respect to the express representations and warranties of Seller explicitly included in this AgreementArticle 3.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nexstar Broadcasting Group Inc)

Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, and budget information and similar documentation or information relating to the Seller and the operation of the Station that Buyer has received from the Seller or any of its AffiliatesAffiliates except for the financial statements and Interim Financial Statements provided pursuant to Section 4.11 and the financial reports supplied pursuant to Section 6.4, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective membersits directors, officers, Employeesemployees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, with respect theretoto such estimates, projections, forecasts, plans and budgets. Buyer represents that none neither of WTGS TV, the Seller nor any of their its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, Seller or the SellerStations, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, of any such information, including any confidential memoranda distributed on behalf of the Seller relating to Seller or the Seller Stations or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emmis Communications Corp)

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and Company or the operation of the Station Business that Buyer has received from the Seller or Sellers, any of its AffiliatesSellers’ Affiliates or Sellers’ advisors, (a) Buyer is not relying on such documentation in making its determination with respect to executing this Agreement or completing the Transaction; (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, ; (bc) Buyer is familiar with such uncertainties, ; (cd) Buyer hereby accepts is taking full responsibility for making m aking its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, Buyer; and (de) Buyer does not have, and will not assert, any claim Action against WTGS TV, the Seller Sellers or their Affiliates or any of their respective membersdirectors, officers, Employeesmembers, Affiliates shareholders, managers, employees or representatives, or hold WTGS TV, the Seller Sellers or any such Persons liable, with respect thereto. Buyer represents and warrants that none of WTGS TVSellers, the Seller nor any of their Affiliates Sellers’ Affiliates, nor any other Person Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, Company or the transactions contemplated by this Agreement Business or the Transaction not expressly set forth in this AgreementARTICLE 2 or ARTICLE 3, and none of WTGS TV, the Seller Sellers nor any of its their Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its their representatives or Buyer’s use of, of any such information, including any confidential memoranda distributed on behalf of Sellers in respect of the Seller relating to Company or the Seller Business or other publications or data room information provided or made available to Buyer or its representatives, or any other document or information in any form provided or made available to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this AgreementTransaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tegna Inc)

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