Common use of Projections and Other Information Clause in Contracts

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 High Plains Entities and the Business that Buyer has received from Seller, any of its Affiliates 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, (c) Buyer is familiar with such uncertainties, (d) Buyer 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 (e) Buyer does not have, and will not assert, any claim against Seller, the High Plains Entities, their respective Affiliates or any of their respective directors, officers, members, managers, employees, Affiliates or representatives, or hold Seller, the High Plains entities or any such Persons liable, with respect thereto. Buyer represents and warrants that neither of Seller, the 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 Seller, the High Plains Entities or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller, the High Plains Entities nor any of 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 Seller or any High Plains Entity relating to 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 Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 3.8 will in any way limit Buyer’s rights (including under Section 7.1(a) and Article 9) with respect to representations and warranties of Seller explicitly included in this Article 3.

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 SellerXxxxxxxx, the High Plains Entities Tribune or any of their respective Affiliates and the Business operation of the Stations that Buyer has received from SellerXxxxxxxx, Tribune or any of its Affiliates or Seller’s advisorstheir respective Affiliates, (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, (cb) Buyer is familiar with such uncertainties, (dc) Buyer 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 (ed) Buyer does not have, and will not assert, any claim against SellerXxxxxxxx, the High Plains Entities, their respective Affiliates Tribune or any of their respective directorsmembers, officers, members, managers, employeesEmployees, Affiliates or representativesRepresentatives, or hold SellerXxxxxxxx, the High Plains entities Tribune or any such Persons liable, with respect theretoto the inaccuracy of any such estimates, projections, forecasts, plans and budgets. Buyer represents and warrants acknowledges that neither none of SellerXxxxxxxx, the High Plains Entities nor Tribune, any of their respective Affiliates nor or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding SellerXxxxxxxx, the High Plains Entities Tribune or any of their respective Affiliates, or the transactions contemplated by this Agreement not expressly set forth in this AgreementAgreement (as modified by the Disclosure Schedules) or in a certificate delivered pursuant hereto, and neither Sellernone of Xxxxxxxx, the High Plains Entities nor Tribune, any of 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 Representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller Xxxxxxxx or Tribune relating to Xxxxxxxx, Tribune or any High Plains Entity relating to Seller or any High Plains Entity of their respective Affiliates 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 Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing except as set forth in this Section 3.8 will in any way limit Buyer’s rights (including under Section 7.1(a) and Article 9) with respect to representations and warranties of Seller explicitly included in this Article 3Agreement.

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 Seller, the High Plains Entities and Station Business, the Business Assets and/or the Stations that Buyer has received from Seller, Seller or any of its Affiliates or Seller’s advisorsAffiliates, (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, (bc) 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 (cd) Buyer is familiar with such uncertainties, (de) Buyer 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 (ef) Buyer does not have, and will not assert, any claim against Seller, the High Plains Entities, their respective Affiliates Seller or any of their respective its directors, officers, members, managers, employees, Affiliates affiliates or representatives, or hold Seller, the High Plains entities Seller or any such Persons liable, with respect thereto. Buyer represents and warrants that neither of Seller, the High Plains Entities Seller nor any of their respective 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 Seller, the High Plains Entities Stations, the Station Business, the Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller, the High Plains Entities Seller nor any of their respective Affiliates 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 Seller or any High Plains Entity relating to 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 Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein in this Section 4.9 to the contrary, nothing in this Section 3.8 4.9 will in any way limit Buyer’s rights (including under Section 7.1(a) and Article 9) with respect to representations and warranties of Seller explicitly included in this Article 3herein.

Projections and Other Information. Buyer acknowledges Buyers acknowledge that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to Sellerthe CCA Entities, the High Plains White Knight Entities and the Business that Buyer has Buyers have received from Sellerthe CCA Stockholders, the CCA Entities, any of its their Affiliates or SellerCCA’s advisors, (a) Buyer is Buyers are 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, (c) Buyer is Buyers are familiar with such uncertainties, (d) Buyer is Buyers are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to itthem, and (e) Buyer does Buyers do not have, and will not assert, any claim Action against Sellerthe CCA Entities, the High Plains White Knight Entities, their respective Affiliates or any of their respective directors, officers, members, managers, employees, Affiliates or representatives, or hold Sellerthe CCA Entities, the High Plains entities White Knight Entities or any such Persons liable, with respect thereto. Each Buyer represents and warrants that neither of Sellerthe CCA Entities, the High Plains White Knight 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 Sellerthe CCA Entities, the High Plains White Knight Entities or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Sellerthe CCA Entities, the High Plains White Knight Entities nor any of their respective Affiliates or any other Person will have or be subject to any liability to Buyer Buyers or any other Person resulting from the distribution to Buyer Buyers or its their representatives or Buyer’s Buyers’ use of, any such information, including any confidential memoranda distributed on behalf of Seller CCA, any CCA Entity or any High Plains White Knight Entity relating to Seller CCA, any CCA Entity or any High Plains White Knight Entity or other publications or data room information provided or made available to Buyer Buyers or its their representatives, or any other document or information in any form provided or made available to Buyer Buyers or its their representatives in connection with the sale of the Purchased Assets CCA Shares and the WK Shares and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 3.8 4.8 will in any way limit Buyer’s Buyers’ rights (including under Section 7.1(a8.1(a) and Article 910) with respect to representations and warranties of Seller CCA explicitly included in this Article 3.

Projections and Other Information. Buyer Each of Parent and Merger Sub acknowledges that, with respect to any estimates, projections, forecasts, business plans, budget information and similar documentation or information relating to Seller, the High Plains Entities and Company or the Business that Buyer has Parent and Merger Sub have received from SellerStockholders, any of its Stockholders’ Affiliates or Seller’s Stockholders’ advisors, (a) Buyer neither Parent nor Merger Sub is not relying on such documentation in making its determination with respect to signing executing this Agreement or completing the transactions contemplated hereby, Transaction; (b) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, ; (c) Buyer is Parent and Merger Sub are each familiar with such uncertainties, ; (d) Buyer each of Parent and Merger Sub 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, Parent and to Merger Sub; and (e) Buyer does not haveneither Parent nor Merger Sub has, and nor will not Parent nor Merger Sub assert, any claim Action against Seller, the High Plains Entities, Stockholders or their respective Affiliates or any of their respective directors, officers, members, shareholders, managers, employees, Affiliates employees or representatives, or hold Seller, the High Plains entities Stockholders or any such Persons liable, with respect thereto. Buyer Each of Parent and Merger Sub hereby represents and warrants that neither no Stockholder of Sellerthe Company, nor the High Plains Entities Company, nor any of their respective Affiliates 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 Seller, the High Plains Entities Company or the transactions contemplated by this Agreement Business or the Transaction not expressly set forth in this AgreementARTICLE 3, and neither Seller, the High Plains Entities Company nor any of their respective its Affiliates or any other Person will have or be subject to any liability to Buyer Parent or Merger Sub or any other Person resulting from the distribution to Buyer Parent or its Merger Sub or their representatives or BuyerParent’s or Merger Sub’s use of, of any such information, including any confidential memoranda distributed on behalf in respect of Seller the Company or any High Plains Entity relating to Seller or any High Plains Entity the Business or other publications or data room information provided or made available to Buyer Parent, Merger Sub, or its their respective representatives, or any other document or information in any form provided or made available to Buyer Parent or its representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 3.8 will in any way limit Buyer’s rights (including under Section 7.1(a) and Article 9) with respect to representations and warranties of Seller explicitly included in this Article 3Transaction.

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 Sellerthe Acquired Companies, the High Plains Entities Stations, the Business and the Business transactions contemplated hereby that Buyer has received from Seller, any Acquired Company or any of its their respective Affiliates or Seller’s advisorsadvisors and that is not documentation or information with respect to which Seller makes any representation, warranty, covenant or other agreement 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, (c) Buyer is familiar with such uncertainties, (d) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such estimates, projections, forecasts, plans and budgets so furnished to it, it and (ed) except for a claim of fraud, Buyer does not have, and will not assert, assert any claim against Seller, the High Plains EntitiesAcquired Companies, their respective Affiliates or any of its or any of their respective directors, officers, members, managers, employees, Affiliates or representatives, or hold Seller, the High Plains entities Acquired Companies or any such Persons liable, with respect thereto. Buyer represents and warrants acknowledges that neither none of Seller, the High Plains Entities Acquired Companies nor any of their respective Affiliates Affiliates, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellerthe Acquired Companies, the High Plains Entities Stations, the Business or the transactions contemplated by this Agreement not expressly except for the representations and warranties of Seller set forth in this Agreement. Except in the case of fraud or a breach of any of the representations, and neither warranties, covenants or other agreements of Seller set forth herein with respect to any such information, none of Seller, the High Plains Entities nor Acquired Companies, any of their respective Affiliates or nor 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 Seller or any High Plains Entity the Acquired Companies relating to Seller or any High Plains Entity the Acquired Companies 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 Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 3.8 4.6 will in any way limit Buyer’s rights (including under Section 7.1(a8.1(a) and Article 9ARTICLE 10) with respect to the representations and warranties of Seller explicitly included in this Article ARTICLE 3.

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 Sellerthe Acquired Companies, the High Plains Entities Stations, the Business and the Business transactions contemplated hereby that Buyer has received from Seller, any Acquired Company or any of its their respective Affiliates or Seller’s advisorsadvisors 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, (c) Buyer is familiar with such uncertainties, (d) Buyer 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, it and (e) Buyer does not have, and will not assert, any claim against Seller, the High Plains EntitiesAcquired Companies, their respective Affiliates or any of its or any of their respective directors, officers, members, managers, employees, Affiliates or representatives, or hold Seller, the High Plains entities Acquired Companies or any such Persons liable, with respect thereto. Buyer represents and warrants that neither none of Seller, the High Plains Entities Acquired Companies nor any of their respective Affiliates Affiliates, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellerthe Acquired Companies, the High Plains Entities Stations, the Business or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither . None of Seller, the High Plains Entities nor Acquired Companies, any of their respective Affiliates or nor 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 Seller or any High Plains Entity the Acquired Companies relating to Seller or any High Plains Entity the Acquired Companies 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 Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 3.8 4.6 will in any way limit Buyer’s rights (including under Section 7.1(a8.1(a) and Article 910) with respect to the representations and warranties of Seller explicitly included in this Article 3.

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 Sellerthe Acquired Companies, the High Plains Entities Stations, the Business and the Business transactions contemplated hereby that Buyer has received from SellerSellers, any Acquired Company or any of its their respective Affiliates or Seller’s advisorsadvisors 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, (c) Buyer is familiar with such uncertainties, (d) Buyer 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, it and (e) Buyer does not have, and will not assert, any claim against SellerSellers, the High Plains EntitiesAcquired Companies, their respective Affiliates or any of its or any of their respective directors, officers, members, managers, employees, Affiliates or representatives, or hold SellerSellers, the High Plains entities Acquired Companies or any such Persons liable, with respect thereto. Buyer represents and warrants that neither none of SellerSellers, the High Plains Entities Acquired Companies nor any of their respective Affiliates Affiliates, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellerthe Acquired Companies, the High Plains Entities Stations, the Business or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller. None of Sellers, the High Plains Entities nor Acquired Companies, any of their respective Affiliates or nor 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 Seller Sellers or any High Plains Entity the Acquired Companies relating to Seller or any High Plains Entity the Acquired Companies 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 Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 3.8 4.6 will in any way limit Buyer’s rights (including under Section 7.1(a8.1(a) and Article 910) with respect to the representations and warranties of Seller explicitly included Sellers in this Article 3.

Projections and Other Information. Buyer acknowledges that, with respect to any estimates, projections, forecasts, business plans, and budget information and similar documentation or information relating to Seller, the High Plains Entities and the Business Station that Buyer has received from Seller, Seller or any of its Affiliates or Seller’s advisorsexcept 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) 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, ATL 19620111v4 projections, forecasts, plans and budgets, (cb) Buyer is familiar with such uncertainties, (dc) Buyer 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 (ed) Buyer does not have, and will not assert, any claim against Seller, the High Plains Entities, their respective Affiliates Seller or any of their respective its directors, officers, members, managers, employees, Affiliates or representatives, or hold Seller, the High Plains entities Seller or any such Persons liable, with respect theretoto such estimates, projections, forecasts, plans and budgets. Buyer represents and warrants that neither of Seller, the High Plains Entities Seller nor any of their respective 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 SellerSeller or the Stations, the High Plains Entities or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller, the High Plains Entities Seller nor any of their respective 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 Seller or any High Plains Entity relating to Seller or any High Plains Entity the 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 Purchased Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 3.8 will in any way limit Buyer’s rights (including under Section 7.1(a) and Article 9) with respect to representations and warranties of Seller explicitly included in this Article 3.