Disclaimer of Projections Sample Clauses
A Disclaimer of Projections clause serves to clarify that any forward-looking statements, forecasts, or projections provided in connection with an agreement are not guarantees of future performance. In practice, this clause typically states that estimates or predictions about future events, such as financial results or business growth, are inherently uncertain and should not be relied upon as assurances. Its core function is to protect the party providing the projections from liability if actual outcomes differ from those anticipated, thereby allocating the risk of future uncertainty to the recipient.
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Disclaimer of Projections. Except as specifically made in this Agreement, Sellers makes no representation or warranty to Purchaser. In particular, except as specifically made in this Agreement, Sellers make no representation or warranty to Purchaser or Purchaser Parent with respect to (a) any information presented at any management presentation conducted in connection with the transactions contemplated hereby, or (b) any financial projection or forecast, written or oral, relating to the Company. With respect to any such projection or forecast delivered by or on behalf of Sellers and/or the Company, each of Purchaser and Purchaser Parent acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, and (iv) it shall have no claim against Sellers with respect thereto.
Disclaimer of Projections. Each of RSI and JPFI acknowledges that any financial projections that may have been or are hereafter delivered to the other party (the "Financial Projections") reflect a number of estimates and highly subjective assumptions and judgments concerning anticipated results of operations. These assumptions and judgments may or may not prove to be correct and there can be no assurance that any projected results are attainable or will be realized. Each of JPFI and RSI expressly disclaims any representation or warranty, express or implied, as to the accuracy or completeness of the Financial Projections and each of RSI and JPFI acknowledges that it has not relied and will not rely on the Financial Projections, in connection with its evaluation of the transactions contemplated by the Merger Agreement and shall have no right to terminate this Agreement or to not consummate the Merger on the basis of RSI's or JPFI's failure to achieve any Financial Projections.
Disclaimer of Projections. With respect to any of the representations and warranties contained in Section 2.20 of this Agreement relating to any financial projection or forecast with respect to the Assets delivered by or on behalf of Seller or Summit to Buyer, Buyer acknowledges that to the extent such projections or forecasts were made in good faith: (A) there are uncertainties inherent in attempting to make such projections and forecasts; (B) it is familiar with such uncertainties; (C) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it; and (D) it shall have no claim against Seller or Summit with respect to any such projection or forecast.
Disclaimer of Projections. Parent and ▇▇▇▇▇▇ Sub acknowledge that in connection with their investigation of the Company’s business, Parent and Merger Sub have received or may receive certain projections, including projected statements of operating revenues and income from operations of the Company’s business, cost estimates and certain business plan information. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub agree that they each take full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, other forecasts, summaries, plans and presentations so furnished to it, whether orally or in writing or in materials made available in any “data room” (virtual or otherwise), including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, none of the Company, their affiliates, nor any other Person is making any representation or warranty with respect to any estimates, projections, other forecasts, summaries, plans or presentations, including the reasonableness of the assumptions underlying such estimates, projections, other forecasts, summaries, plans or presentations, and Parent and Merger Sub hereby disclaim any reliance on such estimates, projections, other forecasts, summaries, plans and presentations and agrees that it has not relied thereon.
Disclaimer of Projections. The Seller and the Company make no warranty to the Buyer except as specifically made in this Agreement. In particular, the Seller and the Company make warranty to the Buyer with respect to (a) any information presented at any management presentation conducted in connection with the traniactions contemplated hereby, or (b) any financial projection or forecast, written or oral, relating to the Company. With respect to any such projection or forecast delivered by or on behalf of Sellel and the Company to the Buyer, the Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking fulI responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, and (iv) except with respect to fraud or intentional misrepresentations, it shall have no claim against any Seller or the Company with respect thereto. [The remainder of this page is intentionallyleftblank.] 1385198o.
Disclaimer of Projections. Seller makes no representation or warranty with respect to the any financial projection or forecast delivered by or on behalf of Seller in connection with the transactions described in this Agreement. Buyer acknowledges that with respect to any such financial projection and forecast furnished to it (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts, and (iv) it shall have no claim against Seller with respect thereto. Notwithstanding the foregoing, nothing set forth in this Section 7.13 shall excuse Seller’s liability for any fraud by any Selling Party in connection with this Agreement.
Disclaimer of Projections. 4.3.4.1 The Purchaser hereby acknowledges and agrees that (i) the Corporation does not make any representations or warranties to the Purchaser except as specifically made in section 4.1 of the Agreement and (ii) the Vendors do not make any representations or warranties except as specifically made in section 4.2. In particular, the Corporation and the Vendors do not make any representations or warranties to the Purchaser with respect to any financial projections or forecasts relating to the Business or the operations of the Business after the Closing. [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission.
4.3.4.2 For greater certainty, and without limitation, the Purchaser hereby agrees that the Corporation, the Vendors, each of their employees, directors, officers, the Vendors’ Shareholders, affiliates and general and limited partners, will not be subject to any liability or indemnification obligation to Purchaser or to any other Person resulting from the distribution to or use by the Purchaser or its Representatives of any information relating to the Vendors, Corporation and its Subsidiaries, including the Confidential Information Memorandum and any information, documents or material made available to Purchaser, its representatives, whether orally or in writing, in the data room, management presentations, management discussions, responses to questions submitted on behalf of Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.
4.3.4.3 With respect to any such projections, or forecasts, the Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, (iv) planned efficiencies or business opportunities may not materialize for a number of reasons, and (v) the Purchaser shall have no claim against the Vendors or any of their directors, officers, employees, agents, shareholders, partners or affiliates with respect thereto.
Disclaimer of Projections. Buyer hereby acknowledges and agrees that Federal-Mogul does not make any representations or warranties to Buyer except as specifically made in Article IV of this Agreement or in the Transaction Documents. In particular, Federal-Mogul does not make any representations or warranties to Buyer with respect to any financial projections or forecasts relating to the Business. With respect to any such projections, or forecasts, Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, (iv) planned efficiencies or business opportunities may not materialize for a number of reasons, and (v) Buyer shall have no claim against Federal-Mogul or Federal-Mogul Corporation or any of its Subsidiaries with respect thereto.
Disclaimer of Projections. Seller makes no representation or warranty to Buyer with respect to any financial projection or forecast relating to the Company. With respect to any such projection or forecast delivered or made available by or on behalf of Seller to Buyer, Buyer acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts, (b) it is familiar with such uncertainties, (c) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it and (d) it shall have no claim against Seller.
Disclaimer of Projections. Neither the Sellers nor the Company makes any representation or warranty to the Purchaser except as specifically made in this Agreement. In particular, neither the Sellers nor the Company make any implied warranties to the Purchaser (whether of merchantability or fitness for a particular purpose or otherwise) or any representation or warranty to the Purchaser with respect to any financial projection, forecast viability or likelihood of success, relating to the Company and its Subsidiaries. With respect to any such projection or forecast delivered by or on behalf of the Company, any of its Subsidiaries or the Sellers to the Purchaser, the Purchaser acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts, (b) it is familiar with such uncertainties, (c) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it and (d) it shall have no claim against the Company, any of its Subsidiaries or the Sellers with respect thereto.