Common use of Due Diligence; Financial Modeling Clause in Contracts

Due Diligence; Financial Modeling. Each of the Parties acknowledges that the other parties, in particular but not exclusively Constellation, have provided and shared with them various financial models, financial analyses and projections of the business of Chalone and the proposed business of the Venture and have conducted business and other due diligence with respect to Chalone and its business and the assets and liabilities to be contributed to the Venture by Huneeus and Constellation (collectively, “Shared Work Product”). No Party which developed, provided or conducted such Shared Work Product shall have any liability (including liability based upon alleged negligence, gross negligence or willful misconduct) to any other Party with respect to its Shared Work Product and each of the Parties specifically waives any actual or potential claim against each of the other Parties with respect to the Shared Work Product of such other Parties.