Projections and Forecasts Clause Samples

Projections and Forecasts. EdgeAudio has provided certain projections and forecasts (collectively the "Forecasts") of its possible future performance to TSET. TSET hereby acknowledges that the Forecasts are speculative in nature, are based on various assumptions that may or not come true, and are not intended to guarantee in any way the future performance of EdgeAudio. Notwithstanding any other provisions of this Agreement, neither EdgeAudio nor the Shareholders are making any representations or warranties regarding the Forecasts, and TSET agrees that it has not relied on and shall not be entitled to rely on the Forecasts for any purpose. (1) COMPLIANCE WITH PUBLIC INFORMATION REQUIREMENTS OF RULE 144. TSET hereby covenants that at all times following the closing, it shall comply with all public information requirements of SEC Rule 144 that are necessary for the Stockholders to sell their TSET Shares in compliance with Rule 144. The representations and warranties contained in paragraphs (a) through (j) of this Section 12 shall survive the execution and delivery of this Agreement for a period of one year. The representations and warranties contained in paragraph (k) and the covenants contained in paragraph (l) of this Section 12 shall survive the closing indefinitely.

Projections and Forecasts. In connection with Goodyear's investigation of the SRI Business Assets and the SRI Businesses, Goodyear has received from SRI and its Affiliates certain projections and other forecasts for the SRI Business Assets and the SRI Businesses and certain plan and budget information. Goodyear acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets and that, accordingly, Goodyear will not (i) assert any claim against SRI or its Affiliates or any of their agents, consultants, counsel, accountants, investment bankers or representatives, which claim arises from such projections, forecasts, plans or budget information, or (ii) hold SRI or its Affiliates or any such persons liable, with respect to such a claim. Accordingly, SRI makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Article 7.

Projections and Forecasts. Any financial projection or forecast furnished by Borrower or any Guarantor shall be prepared in accordance with GAAP to the extent applicable, based on the good faith judgment of Borrower's management of present circumstances, expected conditions and expected courses of action, and with respect to projections, based on the occurrence of the hypothetical events described therein. The underlying assumptions in such forecasts and projections shall be appropriate and reasonable under the circumstances and, if the forecast or projection presents a range, such range shall not be selected in a misleading manner.

Projections and Forecasts. Each of the projections delivered to Lender has been prepared by Borrower in light of the past business and performance of Borrower and represents the reasonable good faith estimates of Borrower's financial personnel.

Projections and Forecasts. Purchaser acknowledges that certain of the information included within materials provided to Purchaser by the Company with respect to the business of the Company and the securities being sold hereby contains, and documents included within other materials which Purchaser may have reviewed pursuant to requests described in the last sentence of the preceding paragraph may also have contained (collectively, the "Transaction Documents"), projections of future operations or financial performance by the Company. Purchaser recognizes and acknowledges that although any such projections or predictions of future performance by the Company or its business were prepared in good faith by Company's management and, to the best of Company's knowledge, are not materially misleading, they constitute mere predictions of future events based on assumptions which may or may not occur (and as to the occurrence of which the Company can give no assurance), and such predictions may not be relied upon to indicate actual results which will be obtained.

Projections and Forecasts. Each of the projections and forecasts delivered to Agent prior to the date hereof (1) has been prepared by Borrower in light of the past business and performance of Borrower on a consolidated basis and (2) represent as of the date thereof, the reasonable good faith estimates of Borrower's financial personnel.

Projections and Forecasts. In connection with Goodyear's investigation of the Treadco Business, Goodyear has received from Treadco, ABC and their Affiliates certain projections and other forecasts for the Treadco Business and certain plan and budget information. Goodyear acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets and that, accordingly, Goodyear will not (i) assert any claim against Treadco, ABC or any of their Affiliates or any of their agents, consultants, counsel, accountants, investment bankers or representatives, which claim arises from or is based on such projections, forecasts, plans or budget information, or (ii) hold Treadco, ABC or any of their Affiliates or any such Persons liable, with respect to such a claim. Accordingly, Goodyear agrees and acknowledges that neither Treadco nor ABC makes any representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.22.

Projections and Forecasts. 45 Article 6.10 Not Aware of Breaches ................................. 45

Projections and Forecasts. 11.3.1. With respect to any projection or forecast delivered by or on behalf of the Seller to the Purchaser, the Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and forecasts and subject to Sections 6.21.1 and 11.1, it shall have no claim against the Seller with respect thereto.