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. 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. 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.
Disclaimer of Projections. Purchaser acknowledges and agrees that none of Seller, ATEC, nor any of their representatives, affiliates or agents has made any representation with respect to the ATEC Stock or ATEC or the accuracy or completeness of any information regarding the ATEC Stock or ATEC furnished or made available to Purchaser or its representatives except as specifically set forth in this Agreement. In particular, except for the representations and warranties contained in Article 2 hereof, Seller makes no representation or warranty to Purchaser with respect to any financial projection or forecast of or relating to ATEC. With respect to any such projection or forecast delivered by or on behalf of Seller to Purchaser, 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 will have no claim against Seller, its representatives, affiliates or agents with respect thereto.
Disclaimer of Projections. Neither Seller nor the Company, nor any Person on behalf of either of them, makes or has made, and Seller expressly disclaims, any direct or indirect representation or warranty with respect to (i) the accuracy or completeness of any information, written, oral or in any other format, which has been made available, or is made available prior to the Closing, relating to the Company, its assets, business, affairs, financial condition, results of operations or prospects, except as expressly and specifically set forth in this Agreement or any Seller Document, or (ii) any projections, estimates or budgets that have been made available, or are made available prior to the Closing, to Purchaser or Zedi regarding any future financial results, financial condition or operations of the Company or its business.
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.4 01 4-4655-07 27 I 1 1 /EU ROPE /W DocuSign Envelope ID: 71F350EA-267A-4972-B7CE-9702AA255AED Side 73 IN WITNESS of which this document has been executed and, on the date set out above, delivered as a deed. SIGNED as a deed (but not delivered until the date hereofl byTULIP INTERNATIONAL (UK) LIMITED acting by a director in the presence of a witness: Director Signature Name Witness Signature Name Occupation Address SIGNED as a deed (but not delivered until the date hereofl by ONIX INVESTMENTS UK LIMITED acting by a director in the presence of a witness: Officer Signature Name : Xxxxx Xxxxxx Witness Signature Name Occupation Address /@ 01 4-4655-07 27 I 1 1 /EUROPE
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.
Disclaimer of Projections. The Shareholders make ------------------------- no representation or warranty to Buyer except as specifically made in this Agreement. In particular, the Shareholders make no
