In order to obtain confidential person resulting from your use of the documents and information from Savage, as Evaluation Material or any such other part of its due diligence process, RAA information. Only those representations or entered into a NDA with Savage on warranties that are made to a purchaser in September 17, 2010. Pursuant to the NDA, the Sale Agreement when, as and if it is RAA agreed to keep confidential all executed, and subject to such limitations information furnished by Savage and restrictions as may be specified [in] the Company that is non-public, such a Sale Agreement, shall have any “concerning confidential or proprietary in nature[.]” In legal effect. negotiating the terms of the NDA, the parties were each represented by Emphasis added. experienced legal counsel. In the NDA, RAA also waived any In the NDA, RAA agreed that Savage claims it might have in connection with any was making no representations or warranties potential transaction with Savage unless the as to the accuracy or completeness of any parties entered into a definitive sale information (the Material”) agreement. Paragraph 8 of the NDA “Evaluation being provided to RAA, and that Savage provides: would have no liability to RAA resulting from RAA's reliance on such information, You [RAA] understand and agree that no except for breaches of representations and contract or agreement providing for a warranties that Savage was to later make in transaction between you and the Company an executed Agreement.” Paragraph 7 [Savage] shall be deemed to exist between “Sale of the NDA states: you and the Company unless *111 and until a definitive Sale Agreement has been You [RAA] understand and executed and delivered, and you hereby acknowledge that neither the Company waive, in advance, any claims ... in [Savage] nor any Company Representative connection with any such transaction is making representation or warranty, unless and until you shall have entered any express or implied, as to the accuracy or into a definitive Sale Agreement.” completeness of the Evaluation Material or of any other information concerning the Emphasis added. Company provided or prepared by or for the Company, and none of the Company After undertaking some preliminary due nor the Company Representatives, will diligence, RAA expressed an interest in have any liability to you or any other purchasing Savage. RAA submitted a Letter
In order to obtain confidential documents and information from Savage, as part of its due diligence process, RAA entered into a NDA with Savage on September 17, 2010. Pursuant to the NDA, RAA agreed to keep confidential all information furnished by Savage “concerning the Company that is non-public, confidential or proprietary in nature[.]” In negotiating the terms of the NDA, the parties were each represented by experienced legal counsel. In the NDA, RAA agreed that Savage was making no representations or warranties as to the accuracy or completeness of any information (the “Evaluation Material”) being provided to RAA, and that Savage would have no liability to RAA resulting from RAA's reliance on such information, except for breaches of representations and warranties that Savage was to later make in an executed “Sale Agreement.” Paragraph 7 of the NDA states: You [RAA] understand and acknowledge that neither the Company [Savage] nor any Company Representative is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or of any other information concerning the Company provided or prepared by or for the Company, and none of the Company nor the Company Representatives, will have any liability to you or any other person resulting from your use of the Evaluation Material or any such other information. Only those representations or warranties that are made to a purchaser in the Sale Agreement when, as and if it is executed, and subject to such limitations and restrictions as may be specified [in] such a Sale Agreement, shall have any legal effect. Emphasis added. In the NDA, RAA also waived any claims it might have in connection with any potential transaction with Savage unless the parties entered into a definitive sale agreement. Paragraph 8 of the NDA provides: You [RAA] understand and agree that no contract or agreement providing for a transaction between you and the Company [Savage] shall be deemed to exist between you and the Company unless *111 and until a definitive Sale Agreement has been executed and delivered, and you hereby waive, in advance, any claims ... in connection with any such transaction unless and until you shall have entered into a definitive Sale Agreement.” Emphasis added. After undertaking some preliminary due diligence, RAA expressed an interest in purchasing Savage. RAA submitted a Letter
RAA%20Management%20v%20Savage%20Sports%20Holdings--Waiver%20of%20Fraud%20Claims.docx