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 Xxxxxxxx, Tribune or any of their respective Affiliates and the operation of the Stations that Buyer has received from Xxxxxxxx, Tribune or any of their respective 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 is 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 Xxxxxxxx, Tribune or any of their respective members, officers, Employees, Affiliates or Representatives, or hold Xxxxxxxx, Tribune or any such Persons liable, with respect to the inaccuracy of any such estimates, projections, forecasts, plans and budgets. Buyer acknowledges that none of Xxxxxxxx, Tribune, any of their respective Affiliates or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Xxxxxxxx, Tribune or any of their respective Affiliates, or the transactions contemplated by this Agreement not expressly set forth in this Agreement (as modified by the Disclosure Schedules) or in a certificate delivered pursuant hereto, and none of Xxxxxxxx, 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 or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Xxxxxxxx or Tribune relating to Xxxxxxxx, Tribune or any of their respective Affiliates 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, except as set forth in this Agreement.

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 Xxxxxxxxthe Company or the Business that Parent and Merger Sub have received from Stockholders, Tribune or any of their respective Stockholders’ Affiliates and the operation of the Stations that Buyer has received from Xxxxxxxx, Tribune or any of their respective AffiliatesStockholders’ advisors, (a) neither Parent nor Merger Sub is 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 Parent and Merger Sub are each familiar with such uncertainties, ; (cd) 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 (de) Buyer does not haveneither Parent nor Merger Sub has, and nor will not Parent nor Merger Sub assert, any claim Action against Xxxxxxxx, Tribune Stockholders or their Affiliates or any of their respective membersdirectors, officers, Employeesmembers, Affiliates shareholders, managers, employees or Representativesrepresentatives, or hold Xxxxxxxx, Tribune Stockholders or any such Persons liable, with respect to thereto. Each of Parent and Merger Sub hereby represents and warrants that no Stockholder of the inaccuracy of any such estimatesCompany, projectionsnor the Company, forecasts, plans and budgets. Buyer acknowledges that none of Xxxxxxxx, Tribune, nor any of their respective Affiliates or 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 Xxxxxxxx, Tribune or any of their respective Affiliates, the Company or the transactions contemplated by this Agreement Business or the Transaction not expressly set forth in this Agreement (as modified by the Disclosure Schedules) or in a certificate delivered pursuant heretoARTICLE 3, and none of Xxxxxxxx, Tribune, neither the 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 Representatives Merger Sub or Buyertheir representatives or Parent’s or Merger Sub’s use of, of any such information, including any confidential memoranda distributed on behalf in respect of Xxxxxxxx the Company or Tribune relating to Xxxxxxxx, Tribune or any of their respective Affiliates the Business or other publications or data room information provided or made available to Buyer Parent, Merger Sub, or its Representativestheir respective representatives, or any other document or information in any form provided or made available to Buyer Parent or its Representatives representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby, except as set forth in this AgreementTransaction.

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 Xxxxxxxxthe Acquired Companies, Tribune the Stations, the Business and the transactions contemplated hereby that Buyer has received from Seller, any Acquired Company or any of their respective Affiliates or advisors and the operation of the Stations that Buyer has received from Xxxxxxxx, Tribune or any of their respective Affiliatesis 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, (bc) Buyer is familiar with such uncertainties, (cd) 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 (de) Buyer does not have, and will not assert, any claim against XxxxxxxxSeller, Tribune the Acquired Companies, their respective Affiliates or any of its or any of their respective membersdirectors, officers, Employeesmembers, managers, employees, Affiliates or Representativesrepresentatives, or hold XxxxxxxxSeller, Tribune the Acquired Companies or any such Persons liable, with respect to the inaccuracy of any such estimates, projections, forecasts, plans and budgetsthereto. Buyer acknowledges represents and warrants that none of XxxxxxxxSeller, Tribune, the Acquired Companies nor any of their respective Affiliates or Affiliates, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Xxxxxxxxthe Acquired Companies, Tribune or any of their respective Affiliatesthe Stations, the Business or the transactions contemplated by this Agreement not expressly set forth in this Agreement (as modified by Agreement. None of Seller, the Disclosure Schedules) or in a certificate delivered pursuant hereto, and none of Xxxxxxxx, TribuneAcquired 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 representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Xxxxxxxx Seller or Tribune the Acquired Companies relating to Xxxxxxxx, Tribune or any of their respective Affiliates the Acquired Companies 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, except as set forth nothing in this AgreementSection 4.6 will in any way limit Buyer’s rights (including under Section 8.1(a) and Article 10) with respect to the representations and warranties of Seller in 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 Xxxxxxxxthe Acquired Companies, Tribune the Stations, the Business and the transactions contemplated hereby that Buyer has received from Seller, any Acquired Company or any of their respective Affiliates or advisors and the operation of the Stations that Buyer has received from Xxxxxxxxis not documentation or information with respect to which Seller makes any representation, Tribune warranty, covenant or any of their respective Affiliatesother 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, (b) Buyer is familiar with such uncertainties, (c) 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 (d) except for a claim of fraud, Buyer does not have, and will not assert, assert any claim against XxxxxxxxSeller, Tribune the Acquired Companies, their respective Affiliates or any of its or any of their respective membersdirectors, officers, Employeesmembers, managers, employees, Affiliates or Representativesrepresentatives, or hold XxxxxxxxSeller, Tribune the Acquired Companies or any such Persons liable, with respect to the inaccuracy of any such estimates, projections, forecasts, plans and budgetsthereto. Buyer acknowledges that none of XxxxxxxxSeller, Tribune, the Acquired Companies nor any of their respective Affiliates or Affiliates, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Xxxxxxxxthe Acquired Companies, Tribune or any of their respective Affiliatesthe 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 (as modified by Agreement. Except in the Disclosure Schedules) case of fraud or in a certificate delivered pursuant heretobreach of any of the representations, and warranties, covenants or other agreements of Seller set forth herein with respect to any such information, none of XxxxxxxxSeller, Tribunethe 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 representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Xxxxxxxx Seller or Tribune the Acquired Companies relating to Xxxxxxxx, Tribune or any of their respective Affiliates the Acquired Companies 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, except as set forth nothing in this AgreementSection 4.6 will in any way limit Buyer’s rights (including under Section 8.1(a) and ARTICLE 10) with respect to the representations and warranties of Seller in ARTICLE 3.

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 Xxxxxxxxthe CCA Entities, Tribune or the White Knight Entities and the Business that Buyers have received from the CCA Stockholders, the CCA Entities, any of their respective Affiliates and the operation of the Stations that Buyer has received from Xxxxxxxx, Tribune or any of their respective AffiliatesCCA’s advisors, (a) 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, (bc) Buyer is Buyers are familiar with such uncertainties, (cd) 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 (de) Buyer does Buyers do not have, and will not assert, any claim Action against Xxxxxxxxthe CCA Entities, Tribune the White Knight Entities, their respective Affiliates or any of their respective membersdirectors, officers, Employeesmembers, managers, employees, Affiliates or Representativesrepresentatives, or hold Xxxxxxxxthe CCA Entities, Tribune the White Knight Entities or any such Persons liable, with respect to thereto. Each Buyer represents and warrants that neither of the inaccuracy of any such estimatesCCA Entities, projections, forecasts, plans and budgets. Buyer acknowledges that none of Xxxxxxxx, Tribune, the White Knight Entities nor any of their respective Affiliates or nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Xxxxxxxxthe CCA Entities, Tribune or any of their respective Affiliates, the White Knight Entities or the transactions contemplated by this Agreement not expressly set forth in this Agreement (as modified by the Disclosure Schedules) or in a certificate delivered pursuant heretoAgreement, and none of Xxxxxxxxneither the CCA Entities, Tribune, the 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 Representatives their representatives or Buyer’s Buyers’ use of, any such information, including any confidential memoranda distributed on behalf of Xxxxxxxx CCA, any CCA Entity or Tribune any White Knight Entity relating to XxxxxxxxCCA, Tribune any CCA Entity or any of their respective Affiliates White Knight Entity or other publications or data room information provided or made available to Buyer Buyers or its Representativestheir representatives, or any other document or information in any form provided or made available to Buyer Buyers or its Representatives 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, except as set forth nothing in this AgreementSection 4.8 will in any way limit Buyers’ rights (including under Section 8.1(a) and Article 10) with respect to representations and warranties of CCA explicitly included in 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 Xxxxxxxxthe Acquired Companies, Tribune the Stations, the Business and the transactions contemplated hereby that Buyer has received from Sellers, any Acquired Company or any of their respective Affiliates or advisors and the operation of the Stations that Buyer has received from Xxxxxxxx, Tribune or any of their respective Affiliatesis 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, (bc) Buyer is familiar with such uncertainties, (cd) 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 (de) Buyer does not have, and will not assert, any claim against XxxxxxxxSellers, Tribune the Acquired Companies, their respective Affiliates or any of its or any of their respective membersdirectors, officers, Employeesmembers, managers, employees, Affiliates or Representativesrepresentatives, or hold XxxxxxxxSellers, Tribune the Acquired Companies or any such Persons liable, with respect to the inaccuracy of any such estimates, projections, forecasts, plans and budgetsthereto. Buyer acknowledges represents and warrants that none of XxxxxxxxSellers, Tribune, the Acquired Companies nor any of their respective Affiliates or Affiliates, nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Xxxxxxxxthe Acquired Companies, Tribune or any of their respective Affiliatesthe Stations, the Business or the transactions contemplated by this Agreement not expressly set forth in this Agreement (as modified by Agreement. None of Sellers, the Disclosure Schedules) or in a certificate delivered pursuant hereto, and none of Xxxxxxxx, TribuneAcquired 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 representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Xxxxxxxx Sellers or Tribune the Acquired Companies relating to Xxxxxxxx, Tribune or any of their respective Affiliates the Acquired Companies 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, except as set forth nothing in this AgreementSection 4.6 will in any way limit Buyer’s rights (including under Section 8.1(a) and Article 10) with respect to the representations and warranties of Sellers in Article 3.