Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans Sample Clauses

Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the businesses of the Company and its Subsidiaries by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and its 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 Subsidiaries, 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 business of the Company or the Subsidiaries. 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 against the Company, the Stockholders or their respective Affiliates, or any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, or any other person or entity, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge and agree that none of the Company, the Stockholders or their respective Affiliates, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, except to the extent specifically set forth in Article 3 of this Agreement, 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).
Sample 1Sample 2See All (15)
AutoNDA by SimpleDocs
Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company, the Operating Partnership and their respective subsidiaries by the Purchaser, the Purchaser and 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, the Operating Partnership, their respective subsidiaries and their respective businesses and operations. The Purchaser hereby 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, including, without limitation, uncertainties related to the effects of COVID-19 on the Company and the lodging and travel industries, with which the Purchaser is familiar, that the Purchaser is making 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 the Purchaser (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that except for fraud, the Purchaser will have no claim against the Company, the Operating Partnership, any of their respective subsidiaries or any of their respective representatives, with respect to such estimates, projections, forecasts, forward-looking information or business plans.
Sample 1
Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with their consideration of the transactions contemplated by this Agreement, the Sellers and their respective representatives have received and may continue to receive after the date hereof from Buyer, Buyer Parent, and their respective Affiliates and representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Buyer, Buyer Parent, and/or their respective Affiliates. Each Seller hereby acknowledges and agrees 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 each Seller is familiar;
Sample 1
Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Business by or on behalf of the Purchaser, the Purchaser and its Representatives have received and may continue to receive from the Seller certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plans and other information, regarding the Business, the Transferred Entities, the Transferred Interests or the Transferred Czech Assets, and the operations of the Business. The Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in providing such business and strategic plans and other information, with which the Purchaser is familiar, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business and strategic plans and other information, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans) and that the Purchaser has not relied on any such information.
Sample 1

Related to Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans

  • Financial Projections Borrower shall have delivered to Lender Borrower’s business plan and/or financial projections or forecasts as most recently approved by Borrower’s Board of Directors.

  • Annual Projections As soon as practicable and in any event prior to the beginning of each Fiscal Year, Borrower shall deliver to Lender projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such Fiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Lender.

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Annual Operating Budget and Financial Projections Within sixty (60) days after the end of each fiscal year of Borrower Representative (and promptly and within five (5) days of any material modification thereto), an annual operating budgets, on a consolidating basis (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower Representative, as approved by Borrower Representative’s Board, together with any related business forecasts used in the preparation of such annual financial projections.

  • Industry Data; Forward-looking statements The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

  • Projections As of the Closing Date, to the best knowledge of Borrower, the assumptions set forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower, and the Projections are reasonably based on such assumptions. Nothing in this Section 4.17 shall be construed as a representation or covenant that the Projections in fact will be achieved.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.

Time is Money Join Law Insider Premium to draft better contracts faster.