Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Zep Inc.), Agreement and Plan of Merger (Amc Entertainment Inc), Agreement and Plan of Merger (Carmike Cinemas Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with any investigation by the due diligence investigation Parent and Merger Sub of the Company by and the Company’s Subsidiaries, the Parent and Merger Subsidiary, Parent and Merger Subsidiary Sub have received and or may continue to receive from the Company and/or the Company’s Subsidiaries and/or other persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking information, as well as statements and other forecasts and certain business plan information, regarding the Company and its business and operationsinformation in written or verbal communications. The Parent and Merger Subsidiary hereby Sub acknowledge that there are uncertainties inherent in attempting to make all such estimates, projections, forecasts and other forward-looking statements, as well as in such business statements and other forecasts and plans, with which that the Parent and Merger Subsidiary Sub are familiarfamiliar with such uncertainties, that the Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, statements and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information statements, forecasts or business plans), and that the Parent and Merger Subsidiary will Sub shall have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or Company, any of its Subsidiaries, or any of their respective Representatives, Affiliates or any other Person, person with respect thereto. Accordingly, the Parent and Merger Subsidiary hereby Sub acknowledge that none of neither the Company nor any other person on behalf of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making the Company makes any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, forecasts or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements forecasts or business plans).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Network Equipment Technologies Inc), Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Performance Technologies Inc \De\)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Newco and Merger SubsidiarySub and their respective Affiliates, Parent stockholders, directors, officers, employees, agents, representatives or advisors, Newco and Merger Subsidiary Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof (including, without limitation, pursuant to Section 6.8 of this Agreement) from the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent Newco and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and that Newco and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent Newco and Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans plans. Notwithstanding the foregoing, nothing in this Section 4.14 or this Agreement shall (including i) relieve any Person of liability for fraud or willful misconduct (ii) prevent Newco and Merger Sub from relying on the reasonableness representations and warranties of the assumptions underlying such estimatesCompany set forth in this Agreement, projections, forecasts, forward-looking the other agreements or certificates entered into or delivered by the Company in connection with this Agreement or statements made in any documents filed by the Company with the SEC or business plans)furnished by the Company to the SEC or (iii) be given effect in any claim in respect of fraud or willful misconduct.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vista Equity Partners Fund III LP), Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Parent, Merger Sub, Merger LLC and their respective Affiliates and Representatives, Parent, Merger Sub and Merger Subsidiary, Parent LLC and Merger Subsidiary their respective Affiliates and Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Company, its Subsidiaries and its their respective business and operations. Parent Parent, Merger Sub and Merger Subsidiary LLC hereby acknowledge and agree that (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent Parent, Merger Sub and Merger Subsidiary LLC are familiarfamiliar and (b) Parent, that Parent Merger Sub and Merger Subsidiary LLC are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent Parent, Merger Sub and Merger Subsidiary LLC hereby acknowledge and agree that none of the Company nor any of its Subsidiaries, nor any of their respective Affiliates or Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).. ARTICLE V
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.), Agreement and Plan of Merger and Reorganization (SRS Labs Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain and business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub have not relied on such information and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none except pursuant to the express terms of this Agreement, including on account of a breach of any of the Company nor any of its Subsidiariesrepresentations, nor any of their respective Representativeswarranties, nor any other Person, has made covenants or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)agreements expressly set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alere Inc.), Agreement and Plan of Merger (Abbott Laboratories)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain and business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub have not relied on such information and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none except pursuant to the express terms of this Agreement, including on account of a breach of any of the Company nor any of its Subsidiariesrepresentations, nor any of their respective Representativeswarranties, nor any other Person, has made covenants or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)agreements set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius SE & Co. KGaA), Agreement and Plan of Merger (Akorn Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations, including with respect to any information provided, disclosed, delivered or made available to Parent or Merger Sub. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans and cost-related plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wolverine World Wide Inc /De/), Agreement and Plan of Merger (Collective Brands, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary have received and Sub may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans and cost-related plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or any other Personrepresentatives, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, nor any other Persondirectors, officers, employees, affiliates, advisors, agents or representatives, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans). Notwithstanding the foregoing, nothing in this Section 6.2(n) or this Agreement shall (i) relieve any Person of liability for fraud, (ii) prevent Parent and Merger Sub from relying on the representations and warranties of the Company set forth in this Agreement and any certificates delivered by the Company in connection with this Agreement or (iii) be given effect in any claim in respect of fraud.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises L.P.), Agreement and Plan of Merger (Dynegy Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Purchaser and Parent and Merger Subsidiarytheir respective Affiliates and Representatives, Purchaser and Parent and Merger Subsidiary their respective Affiliates and Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Purchaser and Parent and Merger Subsidiary hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Purchaser and Parent and Merger Subsidiary are familiar, that ; (b) Purchaser and Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans); and (c) except in the case of Fraud, Purchaser and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) hereby waive any claim against the Company or any of its Company Subsidiaries, or any of their respective Representatives, Affiliates or any other Person, Representatives with respect theretoto any information described in this Section 4.8, and have relied solely on the results of their own independent investigation and on the representations, warranties, agreements and covenants made by the Company and contained in this Agreement. Accordingly, Purchaser and Parent and Merger Subsidiary hereby acknowledge and agree that none of the Company nor any of its Company Subsidiaries, nor or any of their respective Affiliates or Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wok Acquisition Corp.), Agreement and Plan of Merger (P F Changs China Bistro Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts forecasts, and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts forecasts, and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts forecasts, and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, or business plans), and that that, except for the representations and warranties expressly set forth in Article III, Parent and Merger Subsidiary Sub have not relied on such information or on any other representation or warranty (express or implied), memorandum, presentation or other materials or information provided by or on behalf of the Company and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto, except pursuant to the express terms of this Agreement, including on account of a breach of any of the representations, warranties, covenants, or agreements set forth herein. AccordinglyWithout limiting the generality of the foregoing, Parent and Merger Subsidiary hereby acknowledge Sub each acknowledges and agrees that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, Person makes or has made any representations or is making any representation or warranty warranties with respect to such any estimates, projections, forecasts, or other forward-looking statements information made available to Parent, Merger Sub or business plans any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plansTransactions).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ping Identity Holding Corp.), Agreement and Plan of Merger (Quotient Technology Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub have not relied on such information and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, or with respect thereto or, except for the representations and warranties expressly set forth in Article III, any other Person, rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresh Market, Inc.), Agreement and Plan of Merger (Fresh Market, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansinformation, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that neither Parent and nor Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against Sub has relied upon the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, each of Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Agreement, in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans), except as expressly set forth in Article III of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Questar Corp), Agreement and Plan of Merger (Dominion Resources Inc /Va/)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Parent, Merger Sub, their Affiliates and their respective shareholders, directors, officers, employees, agents, representatives or advisors, Parent, Merger SubsidiarySub, Parent their Affiliates and Merger Subsidiary their respective shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, (b) that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WSP Holdings LTD), Agreement and Plan of Merger (Vimicro International CORP)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company Sale Entities by Parent and Merger SubsidiaryXxxxx, Parent and Merger Subsidiary have Xxxxx has received and may continue to receive from the Company Seller certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Company Sale Entities and its business their businesses and operations. Parent and Merger Subsidiary Buyer hereby acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansinformation, with which Parent and Merger Subsidiary are Buyer is familiar, that Parent and Merger Subsidiary are taking full responsibility for Buyer is making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent Xxxxx has not relied upon and Merger Subsidiary will not have no claim, right or obligation under this Agreement or otherwise (including under Article 9) any claim against the Company Seller or any of its Subsidiariesshareholders, directors, officers, employees, Affiliates, advisors, agents or any of their respective Representativesrepresentatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Buyer hereby acknowledge acknowledges that none of the Company neither Seller, nor any of its Subsidiariesshareholders, nor any of their respective Representativesdirectors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Agreement, in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans). Xxxxx also acknowledges that it has been provided documents and reports in a data room and has been provided other diligence information on the Sale Entities. Seller shall have no liability or obligation with respect to any such information, and Buyer is not relying on any such information, other than the express representations and warranties contained in Article III of this Agreement or in any certificate delivered by Seller pursuant to this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Dominion Energy, Inc), Purchase and Sale Agreement (Dominion Energy, Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Dimensional and Merger SubsidiarySub, Parent Dimensional and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent Dimensional and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent Dimensional and Merger Subsidiary Sub are familiar, that Parent Dimensional and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent Dimensional and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or any other Personrepresentatives, with respect thereto. Accordingly, Parent Dimensional and Merger Subsidiary Sub hereby acknowledge that that, except as otherwise set forth in this Agreement, none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, nor any other Persondirectors, officers, employees, affiliates, advisors, agents or representatives, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dimensional Associates, LLC), Agreement and Plan of Merger (Orchard Enterprises, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Merger Sub and Parent and their respective Representatives, Parent, Merger Subsidiary, Parent Sub and Merger Subsidiary their Representatives have received and may continue to receive after the date hereof from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Merger Sub and Parent and Merger Subsidiary hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Merger Sub and Parent and Merger Subsidiary are familiar, that ; and (b) Merger Sub and Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) hereby waive any claim against the Company or its Representatives with respect to any information described in this Section 4.10 unless any such information is expressly addressed or included in a representation or warranty contained in ARTICLE III of its Subsidiariesthis Agreement, or any and have relied solely on the results of their respective Representativesown independent investigation and on the representations, or any other Personwarranties, with respect theretoagreements and covenants made by the Company and contained in this Agreement. Accordingly, Merger Sub and Parent and Merger Subsidiary hereby acknowledge and agree that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)) unless any such information is expressly addressed or included in a representation or warranty contained in ARTICLE III of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abeona Therapeutics Inc.), Agreement and Plan of Merger (Abeona Therapeutics Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) other than a claim for fraud, against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that that, assuming the condition set forth in Section 6.2(a) is satisfied, none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Xxxxxx and Merger SubsidiarySub and their Affiliates and respective Representatives, Parent the negotiations of this Agreement or the course of the Transactions, Parent, Merger Sub and Merger Subsidiary their Affiliates and respective Representatives have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent except in each case (x) for the representations and warranties expressly set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement or in the Support Agreement, (y) as expressly contemplated herein or (z) in the event of Fraud, Parent, Merger Subsidiary Sub, their Affiliates and respective Representatives will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or, except for the representations and warranties expressly set forth in Article III or in any other Personcertificate delivered by the Company pursuant to this Agreement or the Support Agreement, any rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, Parent and Merger Subsidiary Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operationsoperations (the “Due Diligence Review”). Parent and Merger Subsidiary Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, and (b) that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (Lumenis LTD)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Merger Sub and Parent and their respective Affiliates and Representatives, Merger Subsidiary, Sub and Parent and Merger Subsidiary their respective Affiliates and Representatives have received and may continue to receive after the Agreement Date from the Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Merger Sub and Parent and Merger Subsidiary hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Merger Sub and Parent and Merger Subsidiary are familiar, that ; (b) Merger Sub and Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans); and (c) except in the cause of Fraud, Merger Sub and that Parent and Merger Subsidiary will have no claimhereby waive, right or obligation under this Agreement or otherwise (including under Article 9) to the fullest extent permitted by applicable Law, any claim against the Company or any of its Company Subsidiaries, or any of their respective Representatives, Affiliates or any other Person, Representatives with respect theretoto any information described in this Section 3.8, and have relied solely on the results of their own independent investigation and on the representations, warranties, agreements and covenants made by the Company and contained in this Agreement. Accordingly, Merger Sub and Parent acknowledge and Merger Subsidiary hereby acknowledge agree that none of the Company nor any of its SubsidiariesCompany Subsidiary, nor or any of their respective Affiliates, stockholders, securityholders, controlling persons or Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans) except as set forth in this Agreement and, except in the cause of Fraud, each of Parent and Merger Sub shall not, and shall cause its Affiliates and its Representatives not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). Notwithstanding the foregoing, nothing in this Section 3.8 serves to modify or qualify the representations of the Company contained in Article II or the right of Parent and Merger Sub to rely thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WEB.COM Group, Inc.), Agreement and Plan of Merger (WEB.COM Group, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansinformation, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business planscost-related plans based on current state and federal rules and regulations), and that neither Parent and nor Merger Subsidiary Sub has relied upon or will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) any claim against the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, each of Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Agreement, in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business planscost-related plans based on current state and federal rules and regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Piedmont Natural Gas Co Inc), Agreement and Plan of Merger (Duke Energy CORP)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge and agree that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that (except for claims arising from fraud) Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that that, except as otherwise expressly set forth in this Agreement, none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryHoldco, Parent and Merger Subsidiary Sub, Parent Holdco, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent Holdco, Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent Holdco, Parent and Merger Subsidiary Sub are familiar, that that, assuming the absence of fraud, Parent Holdco, Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that that, in the absence of fraud, Parent Holdco, Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, in the absence of fraud and except as expressly set forth in the representations and warranties of the Company included in Section 5.1, Parent Holdco, Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Dyax Corp)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryAcquisition Sub, Parent and Merger Subsidiary Acquisition Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Acquisition Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans and cost-related plans, with which Parent and Merger Subsidiary Acquisition Sub are familiar, that Parent and Merger Subsidiary Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Acquisition Sub hereby acknowledge that none of the Company nor any of its Subsidiariessubsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Personperson, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or cost-related plans; it being understood that any failure of the representations and warranties set forth in Article IV as of the date hereof and as contemplated in subsection (c)(ii) of Annex I as a result of any circumstances, facts or events underlying any inadequacy or inaccuracy of such estimates, projections, forecasts, forward-looking statements, business plansplans or cost-related plans shall not be excused or limited by this Section 5.14).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Harland Clarke Holdings Corp)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by the Parent and Merger Subsidiarythe Transitory Subsidiary and their respective Affiliates, stockholders and Representatives, the Parent and Merger the Transitory Subsidiary and their respective Affiliates, stockholders and Representatives have received and may continue to receive after the date hereof (including pursuant to Section 6.3(b)) from the Company and its Affiliates, stockholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. The Parent and Merger the Transitory Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent and Merger the Transitory Subsidiary are familiar, that the Parent and Merger the Transitory Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished or made available to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that to the fullest extent permitted by law the Parent and Merger the Transitory Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders or Representatives, or any other Person, with respect thereto. Accordingly, the Parent and Merger the Transitory Subsidiary hereby represent, acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, stockholders or Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)) and that the Parent and the Transitory Subsidiary have not relied on any express or implied representation or warranty with respect to such information in connection with this Agreement or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Risley John Carter), Agreement and Plan of Merger (First Marblehead Corp)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryPurchaser and their respective Affiliates and Representatives, Parent and Merger Subsidiary Purchaser and their respective Affiliates and Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Purchaser hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Purchaser are familiar, (b) that Parent and Merger Subsidiary Purchaser are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) that Parent and Merger Subsidiary Purchaser will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, Affiliates or any other Person, Representatives with respect thereto. Accordingly, Parent and Merger Subsidiary Purchaser hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective Affiliates or Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mortons Restaurant Group Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, their Affiliates and the Parent Representatives, Parent and Merger Subsidiary Sub, their Affiliates and the Parent Representatives, have received and may continue to receive after the date hereof from the Company and its Affiliates, and the Company Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operationsoperations (the “Forecasts”). Parent and Merger Subsidiary Sub hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that ; (b) Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), ; and that (c) Parent and Merger Subsidiary will Sub shall have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiariesthe Company Subsidiary, or any of their respective Affiliates, or the Company Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that and agree that, none of the Company, the Company nor any of its SubsidiariesSubsidiary, nor any of their respective Representatives, nor Affiliates or the Company Representatives or any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, their Affiliates and the Parent Representatives, Parent and Merger Subsidiary Sub, their Affiliates and the Parent Representatives, have received and may continue to receive after the date hereof from the Company and its Affiliates, and the Company Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operationsoperations (the "Forecasts"). Parent and Merger Subsidiary Sub hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that ; (b) Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), ; and that (c) Parent and Merger Subsidiary will Sub shall have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiariesthe Company Subsidiary, or any of their respective Affiliates, or the Company Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that and agree that, none of the Company, the Company nor any of its SubsidiariesSubsidiary, nor any of their respective Representatives, nor Affiliates or the Company Representatives or any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Official Payments Holdings, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Parent, Merger Sub, their Affiliates and their respective shareholders, directors, officers, employees, agents, representatives or advisors, Parent, Merger SubsidiarySub, Parent their Affiliates and Merger Subsidiary their respective shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, (b) that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent thereto and Merger Subsidiary hereby acknowledge (d) that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans); provided that, nothing contain in this Section 4.14 shall be deemed to limit the representations and warranties of the Company set forth in Article III.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryAcquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and Merger Subsidiary Acquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operationsoperations (collectively, the “Estimates and Projections”). Parent and Merger Subsidiary Acquisition Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Acquisition Sub are familiar, (b) that Parent and Merger Subsidiary Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) that Parent and Merger Subsidiary Acquisition Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect theretothereto except with respect to the representations and warranties set forth in ARTICLE IV. Accordingly, Parent and Merger Subsidiary Acquisition Sub hereby acknowledge that and agree that, except with respect to the representations and warranties set forth in ARTICLE IV none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or AGREEMENT AND PLAN OF MERGER advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Controls Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Parent, NICE and Merger Subsidiary, Parent Parent, NICE and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts forecasts, and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent Parent, NICE and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts forecasts, and other forward-looking statements, as well as in such business and strategic plans, with which Parent Parent, NICE and Merger Subsidiary are familiar, that Parent Parent, NICE and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts forecasts, and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, or business plans), and that Parent that, except for the representations and warranties expressly set forth in Article 4, Parent, NICE and Merger Subsidiary have not relied on such information or on any other representation or warranty (express or implied), memorandum, presentation or other materials or information provided by or on behalf of the Company and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto. AccordinglyWithout limiting the generality of the foregoing, Parent Parent, NICE and Merger Subsidiary hereby acknowledge each acknowledges and agrees that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, Person makes or has made any representations or is making any representation or warranty warranties with respect to such any estimates, projections, forecasts, or other forward-looking statements information (or business plans omissions therefrom) made available to Parent, NICE, Merger Subsidiary or any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business planstransactions contemplated by this Agreement).
Appears in 1 contract
Samples: Agreement and Plan of Merger (LiveVox Holdings, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub have not relied on such information and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none except pursuant to the express terms of this Agreement, including on account of a breach of any of the Company nor any representations, warranties, covenants or agreements expressly set forth herein (subject to the provisions of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plansSection 7.5 and Section 7.6).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans and cost-related plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may might continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that that, except as expressly provided in this Agreement, Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pharmaceutical Product Development Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent such Investor and Merger Subsidiaryits Representatives, Parent such Investor and Merger Subsidiary its Representatives have received and may continue to receive from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Such Investor hereby acknowledge acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are such Investor is familiar, that Parent and Merger Subsidiary are taking full responsibility for such Investor is making their its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them such Investor (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representatives, Subsidiaries nor any other Person, Person has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information or business plans), and except as to any claims against the Company for Fraud in connection with the representations and warranties expressly set forth in Article III, that such Investor will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger Acquisition Subsidiary, Parent and Merger Acquisition Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Acquisition Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Acquisition Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), familiar and that Parent and Merger Acquisition Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Acquisition Subsidiary hereby acknowledge that none of the Company nor or any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, or business plans). Notwithstanding the foregoing, nothing in this Section 4.11 will relieve any Person of liability for intentional fraud or willful misconduct or in any way modify, limit or prevent Parent and Acquisition Subsidiary from relying on, the representations and warranties of the Company set forth in Article 3.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of 40 the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Subject to the representations and warranties set forth in Article V, Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ems Technologies Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, Parent and Merger Subsidiary Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, and (b) that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiarinformation, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that neither Parent and nor Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against Sub has relied upon the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, each of Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Agreement, in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans), except as expressly set forth in Section 3.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Washington Gas Light Co)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business businesses, operations, properties, assets, liabilities, condition and operationsprospects. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub have not relied on such information and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company, the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto or 45 any rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none except pursuant to the express terms of this Agreement, including on account of a breach of any of the Company nor any of its Subsidiariesrepresentations, nor any of their respective Representativeswarranties, nor any other Person, has made covenants or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)agreements expressly set forth herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cardiovascular Systems Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. Except for the representations and warranties set forth in Article ARTICLE III or in any certificate delivered by the Company pursuant to this Agreement, Parent and Merger Sub hereby acknowledge and agree that none of the Company, the Company Subsidiaries or any of their respective Affiliates or Representatives or any other Person has made or is making any other express or implied representation or warranty (including as to merchantability or fitness for any particular use or purpose) with respect to the Company or any Company Subsidiary or their respective businesses or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Affiliates or Representatives or any other Person, and that the Parent and Merger Sub are not relying on any other representations or warranties not expressly set forth in Article ARTICLE III or in any certificate delivered by the Company pursuant to this Agreement. In connection with the due diligence any investigation of the Company by Parent and Merger SubsidiarySub of the Company and the Company Subsidiaries, Parent and Merger Subsidiary Sub have received and or may continue to receive from the Company and/or the Company Subsidiaries and/or other Persons on behalf of the Company certain estimates, projections, forecasts and other forward-looking information, as well as statements and other forecasts and certain business plan information, regarding the Company and its business and operationsinformation in written or verbal communications. Parent and Merger Subsidiary hereby Sub acknowledge that there are uncertainties inherent in attempting to make all such estimates, projections, forecasts and other forward-looking statements, as well as in such business statements and other forecasts and plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary Sub are familiar with such uncertainties, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, statements and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information statements, forecasts or business plans), and that Parent and Merger Subsidiary will Sub shall have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or Company, any of its Subsidiaries, or any of their respective Representatives, Affiliates or any other Person, Person with respect thereto. Accordingly, Parent and Merger Subsidiary hereby Sub acknowledge that none of neither the Company nor any other Person on behalf of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making the Company makes any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, forecasts or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecastsforecasts or plans) except as expressly set forth in Article ARTICLE III or in any certificate delivered by the Company pursuant to this Agreement. The Parties acknowledge that the disclaimer set forth in this Section 4.11 is not intended to limit any Person’s liability for fraud or for an intentional breach of this Agreement, forward-looking statements any certificate delivered in connection herewith, or business plansany of the other Transaction Documents).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mam Software Group, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Parent, Merger Sub, their Affiliates and their respective shareholders, directors, officers, employees, agents, representatives or advisors, Parent, Merger SubsidiarySub, Parent their Affiliates and Merger Subsidiary their respective shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, and their respective shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Company, its Subsidiaries and its their respective business and operations. Parent and Merger Subsidiary Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, (b) that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent, Proton Parent and Merger SubsidiarySub, Parent, Proton Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts forecasts, and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent, Proton Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts forecasts, and other forward-looking statements, as well as in such business and strategic plans, with which Parent, Proton Parent and Merger Subsidiary Sub are familiar, that Parent, Proton Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts forecasts, and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, or business plans), and that that, except for the representations and warranties expressly set forth in Article III, Parent, Proton Parent and Merger Subsidiary Sub have not relied on such information or on any other representation or warranty (express or implied), memorandum, presentation or other materials or information provided by or on behalf of the Company and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto, except pursuant to the express terms of this Agreement, including on account of a breach of any of the representations, warranties, covenants, or agreements set forth herein. AccordinglyWithout limiting the generality of the foregoing, except for the representations and warranties expressly set forth in Article III, Parent, Proton Parent and Merger Subsidiary hereby acknowledge Sub each acknowledges and agrees that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, Person makes or has made any representations or is making any representation or warranty warranties with respect to such any estimates, projections, forecasts, or other forward-looking statements information made available to Parent, Proton Parent, Merger Sub or business plans any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plansTransactions).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansinformation, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that neither Parent and nor Merger Subsidiary Sub has relied upon or will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) any claim against the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, each of Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Agreement, in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Delta Natural Gas Co Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, information regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, (ii) that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, information so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forecasts or forward-looking information or business plansinformation), and (iii) that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. .Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terraform Global, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) other than a claim for fraud, against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that that, without limiting the assumptions set forth in Section 4.7, none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryAcquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and Merger Subsidiary Acquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Acquisition Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Acquisition Sub are familiar, (b) that Parent and Merger Subsidiary Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) that Parent and Merger Subsidiary Acquisition Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Acquisition Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).. Nothing in this Section 5.13 shall be construed to limit or otherwise affect the interpretation of the representations and warranties made by the Company in ARTICLE IV. ARTICLE VI
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent Newco and Merger SubsidiarySub and their respective Affiliates, Parent stockholders, directors, officers, employees, agents, representatives or advisors, Newco and Merger Subsidiary Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof (including, without limitation, pursuant to Section 6.9 of this Agreement) from the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent Newco and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and that Newco and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent Newco and Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Notwithstanding the foregoing, nothing in this Section 4.14 or this Agreement shall relieve any Person of liability for fraud or willful misconduct or prevent Newco and Merger Sub from relying on the representations and warranties of the Company set forth in this Agreement or the other agreements or certificates entered into or delivered by the Company in connection with this Agreement.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its subsidiaries and its their respective business and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansinformation, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiariessubsidiaries, nor any of their respective shareholders, members, directors, officers, employees, affiliates, advisors, agents or Representatives, nor any other Personperson, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Company Subsidiaries, or any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or Representatives, or any other Person, with respect thereto. AccordinglyNotwithstanding the foregoing, nothing in this Section 4.10 or this Agreement shall (i) relieve any Person of liability for fraud, (ii) prevent Parent and Merger Subsidiary hereby acknowledge that none Sub from relying on the representations and warranties of the Company nor set forth in this Agreement, or any certificates delivered by the Company in connection with this Agreement or (iii) be given effect in any claim in respect of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)fraud.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C&d Technologies Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts forecasts, judgments, opinions and other forward-looking information, as well as certain business plan and cost related plan information, regarding the Company Company, its Subsidiaries and its their respective businesses and operations (including any estimates, projections, forecasts, judgments, opinions or other forward-looking information, business and operationsplans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement). Parent and Merger Subsidiary Sub hereby acknowledge that (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts forecasts, judgments, opinions and other forward-looking statements, as well as in such business plans and cost related plans, with which Parent and Merger Subsidiary Sub are familiar, that (ii) Parent and Merger Subsidiary Sub are taking full responsibility for making making, and are relying solely on, their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts forecasts, judgments, opinions and other forward-looking information, as well as such business plans and cost related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, judgments, opinions, forward-looking information information, business plans or business cost-related plans)) and (iii) other than in the case of fraud or intentional misrepresentation, and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or Company, any of its Subsidiaries, or any of their respective Representativesequityholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that (A) none of the Company nor Company, any of its Subsidiaries, nor or any of their respective Representativesequityholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, judgments, opinions, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, judgments, opinions, forward-looking statements statements, business plans or cost-related plans) and (B) neither the Company nor any of its Subsidiaries, nor any of their respective equityholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person, or the use by Parent, Merger Sub or any other Person, of any such estimates, projections, forecasts, judgments, opinions, forward-looking statements, business plans)plans or cost-related plans provided or made available to them by the Company or any of its Subsidiaries, or any of their respective equityholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business Subsidiaries and its and their businesses and operations. Parent and Merger Subsidiary hereby acknowledge that (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that (b) Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and Parent and Merger Subsidiary are not relying on such estimates, projections, forecasts and other forward-looking statements, or such business plans (provided, however, that the foregoing representation in this clause (b) will in no event be deemed breached if such estimates, projections, forecasts and other forward-looking statements were not prepared by management of the Company in good faith based on what they believed to be the best information then reasonably available to management), and (c) Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or any other Personrepresentatives, with respect thereto, except for actual fraud. Accordingly, Parent and Merger Subsidiary hereby acknowledge that that, except as otherwise set forth in this Agreement, none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, nor any other Persondirectors, officers, employees, affiliates, advisors, agents or representatives, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans). Nothing in this Section 5.14 will impair (or be construed to impair) the rights of Parent and Merger Subsidiary in respect of any of the representations and warranties in Article 4 or any covenant or agreement of the Company contained in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Globecomm Systems Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryPurchaser, Parent and Merger Subsidiary have Purchaser has received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary The Purchaser hereby acknowledge acknowledges, that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are the Purchaser is familiar, that Parent and Merger Subsidiary are the Purchaser is taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary the Purchaser will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its SubsidiariesCompany, or any of their respective Representativesshareholders, directors, officers, employees, affiliates, advisors, agents, representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Purchaser hereby acknowledge acknowledges that none of the Company Company, nor any of its Subsidiariesshareholders, nor any of their respective Representativesdirectors, officers, employees, affiliates, advisors, agents, representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Share Purchase Agreement (Compass Group Diversified Holdings LLC)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations, including with respect to any information provided, disclosed, delivered or made available to Parent or Merger Sub. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans and cost-related plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesshareholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryAcquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and Merger Subsidiary Acquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Acquisition Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Acquisition Sub are familiar, (b) that Parent and Merger Subsidiary Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) that Parent and Merger Subsidiary Acquisition Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Acquisition Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor or any of their respective RepresentativesAffiliates, nor stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by the Parent and the Merger SubsidiarySub and their respective Affiliates, shareholders and Representatives, the Parent and the Merger Subsidiary Sub and their respective Affiliates, shareholders and Representatives have received and may continue to receive after the date hereof (including pursuant to Section 6.4(b)) from the Company and its Affiliates, shareholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. The Parent and the Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent and the Merger Subsidiary Sub are familiar, that the Parent and the Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that the Parent and the Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Affiliates, shareholders or Representatives, or any other PersonPerson acting on behalf of the Company, with respect thereto, in each case without limiting any of the express representations and warranties set forth in this Agreement or the rights and remedies expressly contemplated by this Agreement as a result of any inaccuracy in or breach of any such representations or warranties. Accordingly, the Parent and the Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, shareholders or Representatives, nor any other PersonPerson acting on behalf of the Company, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), in each case other than the express representations and warranties set forth in this Agreement. The Parent and the Merger Sub each expressly disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by the Company or any Person with respect to the Company other than the representations and warranties set forth in this Agreement. The Parent and the Merger Sub each expressly disclaims any obligation or duty by the Company to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in this Agreement.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or any other Personrepresentatives, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that that, except as otherwise set forth in this Agreement, none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, nor any other Persondirectors, officers, employees, affiliates, advisors, agents or representatives, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts forecasts, and other forward-looking information, as well as certain and business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts forecasts, and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts forecasts, and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, or business plans), and that Parent and Merger Subsidiary Sub have not relied on such information and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto, except pursuant to the express terms of this Agreement. AccordinglyWithout limiting the generality of the foregoing, Parent and Merger Subsidiary hereby acknowledge Sub each acknowledges and agrees that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, Person makes or has made any representations or is making any representation or warranty warranties with respect to such any estimates, projections, forecasts, or other forward-looking statements information made available to Parent, Merger Sub or business plans any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plansTransaction).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by the Parent and Merger Subsidiarythe Purchaser and their respective Representatives, the Parent and Merger Subsidiary the Purchaser and their respective Representatives have received and may continue to receive after the date hereof (including pursuant to Section 6.3(b)) from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. The Parent and Merger Subsidiary the Purchaser hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent and Merger Subsidiary the Purchaser are familiar, that the Parent and Merger Subsidiary the Purchaser are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that the Parent and Merger Subsidiary the Purchaser will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders or Representatives, or any other PersonPerson acting on behalf of the Company, with respect thereto, in each case without limiting any of the express representations and warranties set forth in this Agreement or the rights and remedies as a result of any inaccuracy in any such representations or warranties. Accordingly, the Parent and Merger Subsidiary the Purchaser hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, stockholders or Representatives, nor any other PersonPerson acting on behalf of the Company, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), in each case other than the express representations and warranties set forth in this Agreement. The Parent and the Purchaser each expressly disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by the Company or any Person acting on behalf of the Company with respect to the Company other than the representations and warranties set forth in this Agreement. The Parent and the Purchaser each expressly disclaims any obligation or duty by the Company to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in this Agreement.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Merger Sub and Parent and their respective Affiliates and Representatives, Merger Subsidiary, Sub and Parent and Merger Subsidiary their respective Affiliates and Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Merger Sub and Parent and Merger Subsidiary hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Merger Sub and Parent and Merger Subsidiary are familiar, that ; (b) Merger Sub and Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans); and (c) except in the case of fraud, Merger Sub and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) hereby waive any claim against the Company or any of its Company Subsidiaries, or any of their respective Representatives, Affiliates or any other Person, Representatives with respect theretoto any information described in this Section 3.8, and have relied solely on the results of their own independent investigation and on the representations, warranties, agreements and covenants made by the Company and contained in this Agreement. Accordingly, Merger Sub and Parent acknowledge and Merger Subsidiary hereby acknowledge agree that none of the Company nor any of its Company Subsidiaries, nor or any of their respective Affiliates or Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)) except as set forth in this Agreement. Notwithstanding the foregoing, nothing in this Section 3.8 serves to modify or qualify the representations of the Company contained in Article II or the right of the Parent and Merger Sub to rely thereon.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or and business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of Company, its Subsidiaries, nor any of their respective Representatives, nor Representatives or any other Person, Person has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary Sub have not relied on such information and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none except pursuant to the express terms of this Agreement, including on account of a breach of any of the Company nor any of its Subsidiariesrepresentations, nor any of their respective Representativeswarranties, nor any other Person, has made covenants or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)agreements expressly set forth herein.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansinformation, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that neither Parent and nor Merger Subsidiary Sub has relied upon or will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) any claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, each of Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Agreement, in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans), nor shall any such estimates, projections, forecasts, forward-looking information, business plans or cost-related plans have any effect on the obligations of Parent and Merger Sub set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Xxxxxx Sub have received and may continue to receive from the Company certain estimates, projections, forecasts forecasts, and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. Parent and Merger Subsidiary Xxxxxx Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts forecasts, and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts forecasts, and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, or business plans), and that that, except for the representations and warranties expressly set forth in Article III, Parent and Merger Subsidiary Sub have not relied on such information or on any other representation or warranty (express or implied), memorandum, presentation or other materials or information provided by or on behalf of the Company and will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto, except pursuant to the express terms of this Agreement, including on account of a breach of any of the representations, warranties, covenants, or agreements set forth herein. AccordinglyWithout limiting the generality of the foregoing, Parent Xxxxxx and Merger Subsidiary hereby acknowledge Xxxxxx Sub each acknowledges and agrees that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, Person makes or has made any representations or is making any representation or warranty warranties with respect to such any estimates, projections, forecasts, or other forward-looking statements information made available to Parent, Merger Sub or business plans any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plansTransactions).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quotient Technology Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company and its Subsidiaries by the Parent and Merger Subsidiarythe Purchaser and their respective Affiliates, equityholders and Representatives, the Parent and Merger Subsidiary the Purchaser and their respective Affiliates, equityholders and Representatives have received and may continue to receive after the date hereof (including pursuant to Section 6.3(b)) from the Company and its Affiliates, equityholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. The Parent and Merger Subsidiary the Purchaser hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent and Merger Subsidiary the Purchaser are familiar, that the Parent and Merger Subsidiary the Purchaser are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that the Parent and Merger Subsidiary the Purchaser will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Affiliates, equityholders or Representatives, or any other Person, with respect thereto. Accordingly, the Parent and Merger Subsidiary the Purchaser hereby acknowledge and agree (on their own behalf and on behalf of each of their respective Affiliates, equityholders and Representatives) that none of the Company nor or any of its Subsidiaries, nor any of their respective Affiliates, equityholders or Representatives, nor any other Person, has made or is making making, and that none of Parent or the Purchaser or any of their respective Affiliates, equityholders or Representatives has relied on, any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by the Parent and Merger SubsidiaryEntities, the Parent and Merger Subsidiary Entities have received and may continue to receive from the Company certain estimates, projections, forecasts forecasts, and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its business Subsidiaries and their respective businesses and operations. The Parent and Merger Subsidiary Entities hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts forecasts, and other forward-looking statements, as well as in such business and strategic plans, with which the Parent and Merger Subsidiary Entities are familiar, that that, except for the representations and warranties expressly set forth in Article III or in any other Transaction Document, the Parent and Merger Subsidiary Entities are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts forecasts, and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, or business plans), and that that, except for the representations and warranties expressly set forth in Article III or in any other Transaction Document the Parent Entities have not relied on such information or on any other representation or warranty (express or implied), memorandum, presentation or other materials or information provided by or on behalf of the Company and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any other Person, rights hereunder with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none except pursuant to the express terms of this Agreement or in any other Transaction Document, including on account of a breach of any of the Company nor representations, warranties, covenants, or agreements set forth herein. Without limiting the generality of the foregoing, each Parent Entity acknowledges and agrees that, except to the extent expressly set forth in this Agreement or in any of its Subsidiariesother Transaction Document, nor any of their respective Representativesneither the Company, nor any other Person, Person makes or has made any representations or is making any representation or warranty warranties with respect to such any estimates, projections, forecasts, or other forward-looking statements information made available to the Parent Entities or business plans any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plansTransactions).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiaryAcquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and Merger Subsidiary Acquisition Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Acquisition Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Acquisition Sub are familiar, (b) that Parent and Merger Subsidiary Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy adequacy, accuracy and accuracy completeness of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that (c) subject to the last sentence in Section 5.12, Parent and Merger Subsidiary Acquisition Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Acquisition Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its their business and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansinformation, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of neither the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements information, business plans or business cost-related plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent the Buyer Parties and Merger Subsidiarytheir Affiliates and Representatives, Parent the Buyer Parties and Merger Subsidiary their Affiliates and Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Company, its Subsidiaries, and its business their respective businesses and operations. Parent and Merger Subsidiary The Buyer Parties hereby acknowledge and agree that (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary the Buyer Parties are familiar, that Parent and Merger Subsidiary (ii) the Buyer Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), (iii) except for the specific representations and warranties of the Company contained in this Agreement (including any that Parent are subject to the Company Disclosure Schedule and Merger Subsidiary the Company SEC Documents), the Buyer Parties have not relied upon the accuracy or completeness of any representation or warranty, either express or implied, with respect to the Company or any of its Affiliates or their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information provided to the Buyer Parties, or any of their respective Affiliates or any of their respective Representatives by the Company, its Affiliates or any of its or their respective Representatives and (iv) the Buyer Parties will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, Affiliates or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans and cost-related plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans). Notwithstanding the provisions of this Section 3.2(n), Parent and Merger Sub shall be entitled to rely on, and the Company acknowledges that Parent and Merger Sub have relied, on the representations and warranties set forth in Section 3.1 (as qualified by the information provided in or incorporated into the Company Disclosure Letter).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Material Sciences Corp)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company Company, its Subsidiaries and its business their respective businesses and operations, including with respect to any information provided, disclosed, delivered or made available to Parent or Merger Sub. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans and cost-related plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information information, business plans or business cost-related plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty warranty, whether written or oral, or other statement or omission, with respect to such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements statements, business plans or business cost-related plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blount International Inc)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, Parent and Merger Subsidiary Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking forward‑looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking forward‑looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, and (b) that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking forward‑looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking forward‑looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge and agree that none of the Company nor or any of its Subsidiaries, nor any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking forward‑looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking forward‑looking statements or business plans).
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by the Parent Parties and Merger Subsidiarytheir respective Affiliates and Representatives, the Parent Parties and Merger Subsidiary their respective Affiliates and Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. The Parent and Merger Subsidiary Parties hereby acknowledge that and agree that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Parent and Merger Subsidiary Parties are familiar, that ; (b) the Parent and Merger Subsidiary Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans); and (c) except in the case of fraud or except to the extent such information is expressly included in the representations and warranties made by the Company and contained in this Agreement, and that the Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) Parties hereby waive any claim against the Company or any of its Company Subsidiaries, or any of their respective Representatives, Affiliates or any other Person, Representatives with respect theretoto any information described in this Section 4.8. Accordingly, except in the case of fraud, the Parent and Merger Subsidiary Parties hereby acknowledge and agree that none of the Company nor any of its Company Subsidiaries, nor or any of their respective Affiliates or Representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans)) unless such information is expressly included in the representations and warranties made by the Company and contained in this Agreement.
Appears in 1 contract
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary Sub hereby acknowledge and agree that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plansplan information, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plansplan information, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plansplan information), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or except as otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect theretoset forth herein. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that that, except as otherwise set forth in this Agreement or any certificate delivered pursuant to this Agreement, none of the Company nor any of its Subsidiaries, nor any of their respective Representativesstockholders, nor any other Persondirectors, officers, employees, affiliates, advisors, agents or representatives, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans plan information (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plansplan information).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)
Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger SubsidiarySub, Parent and Merger Subsidiary Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Company, its Subsidiaries, the Physician Practices and its business their respective businesses and operations. Parent and Merger Subsidiary Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary Sub are familiar, that Parent and Merger Subsidiary Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or and business plans), and that Parent and Merger Subsidiary Sub will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) claim against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary Sub hereby acknowledge that none of the Company nor any of Company, its Subsidiaries, nor any of their respective Representatives, nor Representatives or any other Person, Person has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integramed America Inc)
