Disclaimer Regarding Estimates and Projections. In connection with the Buyer’s investigation of the Company, the Buyer has received certain projections, including projected statements of operating revenues and income from operations of the business and the Company and certain business plan information. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Buyer is familiar with such uncertainties and that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Accordingly, the Company makes no representation or warranty with respect to, and disclaims any obligation to update, such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).
Disclaimer Regarding Estimates and Projections. In connection with the Buyer’s investigation of the Company and its Subsidiaries, the Buyer has received from the Sellers and/or the Company certain estimates, forecasts, plans and financial projections of the Company and its Subsidiaries. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, forecasts, plans and projections, that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans and projections so furnished to it (including the reasonableness of the assumptions underlying such estimates, forecasts, plans and projections), and that the Buyer shall have no claim against the Sellers and/or the Company or its Subsidiaries with respect thereto. Accordingly, the Sellers, the Company and its Subsidiaries make no representation or warranty with respect to such estimates, forecasts, plans and projections (including any such underlying assumptions).
Disclaimer Regarding Estimates and Projections. In connection with Buyer’s investigation of Sellers, Buyer has received certain estimates, forecasts, plans and financial projections. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, forecasts, plans and projections, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans and projections so furnished to it (including the reasonableness of the assumptions underlying such estimates, forecasts, plans and projections), and that Buyer shall have no claim against Sellers with respect thereto. Accordingly, Sellers do not make any representation or warranty with respect to such estimates, forecasts, plans and projections (including any such underlying assumptions).
Disclaimer Regarding Estimates and Projections. In connection with DGI’s investigation of MICO, DGI and Merger Sub have received from MICO and/or Xxxxx, Xxxxxxxx & Xxxxx, Inc. certain estimates, forecasts, plans and financial projections of MICO. DGI and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, forecasts, plans and projections, that DGI is familiar with such uncertainties, that DGI and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans and projections so furnished to it, including the reasonableness of the assumptions underlying such estimates, forecasts, plans and projections, and that neither DGI nor Merger Sub shall have any claim against the Shareholders, WBM and/or Xxxxx, Xxxxxxxx & Xxxxx, Inc. with respect thereto. Accordingly, none of the Shareholders, WBM, MICO or Xxxxx, Xxxxxxxx & Xxxxx, Inc., make any representation or warranty with respect to such estimates, forecasts, plans and projections, including any such underlying assumptions.
Disclaimer Regarding Estimates and Projections. In connection with Parent or Purchaser's investigation of the Company and its Subsidiaries, Parent or Purchaser has received certain Company projections, including projected statements of income from operations of the Company and its Subsidiaries for the fiscal year ending in December 1997 and for succeeding fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. The Company makes no representation or warranty with respect to such estimates and projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates and projections and forecasts). In addition, except as set forth herein, the Company makes no representation or warranty with respect to information relating to historical income from operations set forth in the Information Memorandum, in any supplemental due diligence information provided to Parent or Purchaser, in connection with discussions or access to management of the Company and its Subsidiaries, or otherwise, and Parent and Purchaser acknowledge and agree that it is not relying on such information in any manner whatsoever. The disclosures in the Schedules hereto are to be taken as relating to the representations and warranties of the Company as a whole. The inclusion of information in the Schedules hereto shall not be construed as an admission that such information is material to the Company or its Subsidiaries. In addition, matters reflected in the Schedules are not necessary limited to matters required by this Agreement to be reflected in such Schedules. Such additional matters are set forth for information purposes only and do not necessarily include other matters of a similar nature.
Disclaimer Regarding Estimates and Projections. In connection with the Buyer’s investigation of the Sellers, the Buyer has received from or on behalf of the Sellers certain estimates, forecasts, plans and financial projections. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, forecasts, plans and financial projections, that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans and financial projections so furnished to it (including the reasonableness of the assumptions underlying such estimates, forecasts, plans and financial projections), and that the Buyer shall have no claim against the Sellers or any other Person with respect thereto. Accordingly, the Sellers make no representation or warranty (AND EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY) with respect to such estimates, forecasts, plans and financial projections (including any such underlying assumptions).
Disclaimer Regarding Estimates and Projections. In connection with the Purchaser's investigation of the Companies, the Purchaser has received from or on behalf of the Sellers and the Companies certain estimates, forecasts, plans and financial projections, which were prepared by the Sellers in good faith using the best information available to management of the Companies. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, forecasts, plans and projections, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans and projections so furnished to it, and no Seller makes any representation or warranty with respect thereto other than Sellers' good faith in preparing such estimates, forecasts, plans and financial projections using the information available to management of the Companies at the time of preparation thereof.
Disclaimer Regarding Estimates and Projections. In connection with Buyers’ investigation of Holdco, the Company and the Company’s Subsidiaries, Buyers have received from or on behalf of Seller, Holdco, the Company and the Company’s Subsidiaries certain estimates, forecasts, plans and financial projections. Each Buyer acknowledges that there are uncertainties inherent in such estimates, forecasts, plans and projections, that each Buyer is familiar with such uncertainties, that each Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans and projections so furnished to it (including the reasonableness of the assumptions underlying such estimates, forecasts, plans and projections). Accordingly, Seller makes no representation or warranty with respect to such estimates, forecasts, plans and projections (including any underlying assumptions), other than that they were made in good faith and that Seller has no Knowledge that they were inaccurate or misleading in any material respect as of the time when made.
Disclaimer Regarding Estimates and Projections. In connection with the Buyer’s investigation of the Company, the Buyer has received from or on behalf of the Seller and/or the Company certain estimates, forecasts, plans, and financial projections. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, forecasts, plans, and financial projections, that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans, and financial projections so furnished to it (including the reasonableness of the assumptions underlying such estimates, forecasts, plans, and financial projections), and that the Buyer shall have no claim against the Seller with respect thereto. Accordingly, neither of the Seller nor the Company makes any representation or warranty with respect to such estimates, forecasts, plans, and financial projections (including any such underlying assumptions). ARTICLE V - OBLIGATIONS PRIOR TO THE CLOSING From the date of this Agreement through the Closing: 5.1 Buyer’s Access to Information and Properties. Upon reasonable prior notice, the Company shall permit the Buyer and its authorized employees, agents, accountants, legal counsel, and other representatives to have access to the books, records, employees, counsel, accountants, and other representatives of each of the Entities at all times reasonably requested by the Buyer for the purpose of conducting an investigation of the Entities’ financial condition, corporate status, operations, prospects, businesses, and properties. Upon reasonable prior notice, the Entities shall make reasonably available to the Buyer for examination and reproduction all documents and data of every kind and character relating to the Entities in possession or control of, or subject to reasonable access by, any of the Entities, including, without limitation, all files, records, data and information relating to their properties and all agreements, instruments, Contracts, assignments, certificates, orders, and amendments thereto.
Disclaimer Regarding Estimates and Projections. In connection with Finisar’s investigation of I-TECH and its business, Finisar may have received from or on behalf of I-TECH certain estimates, forecasts, plans and financial projections. Finisar acknowledges that there are uncertainties inherent in attempting to make such estimates, forecasts, plans and projections, that Finisar is familiar with such uncertainties, that Finisar is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, forecasts, plans and projections so furnished to it (including the reasonableness of the assumptions underlying such estimates, forecasts, plans and projections), and that Finisar shall have no claim against I-TECH with respect thereto. Accordingly, I-TECH makes no representation or warranty with respect to such estimates, forecasts, plans and projections (including any underlying assumptions).
