Common use of Acknowledgment of Disclaimer of Other Representations and Warranties Clause in Contracts

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds which they and their Representatives, as of the date hereof, have requested to review and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds and their respective businesses and operations (collectively, “Forecasts”); and (c) have had full opportunity to meet with the management of the Company and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds. Parent and Acquisition Sub acknowledge and agree that (1) there are uncertainties inherent in attempting to make Forecasts, with which Parent and Acquisition Sub are familiar, and Parent and Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all Forecasts (including the reasonableness of the assumptions underlying such Forecasts), and Parent and Acquisition Sub shall have no claim against the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies, the Funds or any of their respective Representatives with respect to any such Forecasts, other than with respect to intentional fraud, and (2) each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Company Merger, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each further acknowledges and agrees that (I) any Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III and (II) except for the representations and warranties expressly set forth in Article III, (a) neither the Company nor any of its Subsidiaries (including the Subsidiary Adviser Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Company Merger and Parent and Acquisition Sub are not relying on (and Parent and Acquisition Sub shall have no claim against the Company, any of its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies, the Funds or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (b) no Person has been authorized by the Company or any of its Subsidiaries (including the Subsidiary Adviser Group) to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub The Company acknowledges that, as of the date hereof, they it and their Representatives its Representatives: (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the CompanyParent and its Subsidiaries, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds Parent Portfolio Companies, which they Parent and their Representatives, as of the date hereof, its Representatives have requested made available to review them and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from the Company Parent and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the CompanyParent and its Subsidiaries, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds Parent Portfolio Companies, and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had full opportunity opportunities to meet with the management of the Company Parent and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, Parent and its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the FundsParent Portfolio Companies. Parent The Company acknowledges and Acquisition Sub acknowledge and agree agrees that (1x) there are uncertainties inherent in attempting to make Parent Forecasts, with which Parent and Acquisition Sub are the Company is familiar, and Parent and Acquisition Sub are the Company is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and Parent and Acquisition Sub the Company shall have no claim against the CompanyParent, its Subsidiaries (including or the Subsidiary Adviser Group)Parent External Adviser, the Portfolio Companies, the Funds or any of their respective Representatives Representatives, or the Parent Portfolio Companies, with respect to any such Forecasts, other than with respect to intentional fraud, Parent Forecasts and (2y) each of Parent and Acquisition Sub the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the CompanyParent, its Subsidiaries (including and the Subsidiary Adviser Group), the Parent Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreementhereby, including the Mergers, the Company Merger, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each The Company further acknowledges and agrees that (I1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub the Company or any of their its Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the CompanyParent’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III IV or in any certificate delivered pursuant hereto; and (II2) except for the representations and warranties expressly set forth in Article IIIIV or in any certificate delivered pursuant hereto, (aA) neither the Company nor none of Parent, any of its Subsidiaries (including Parent’s Subsidiaries, the Subsidiary Parent External Adviser Group) or any other Person makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Merger and Parent and Acquisition Sub are not relying on (and Parent and Acquisition Sub shall have no claim against the CompanyParent, any of its Subsidiaries (including the Subsidiary Adviser Group)Subsidiaries, the Parent External Adviser, any Parent Portfolio Companies, Companies or any of the Funds or their respective Representatives thereof in respect of, other than in the case of intentional fraud) any such representation or warranty and (bB) no Person has been authorized by the Company or Parent, any of its Subsidiaries (including or the Subsidiary Parent External Adviser Group) to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers. Nothing in this Section 3.24 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, they and their Representatives Representatives: (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the CompanyCompany and its Subsidiaries, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds Company Portfolio Companies, which they Company and their its Representatives, as of the date hereof, have requested made available to review them and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company, Company and its Subsidiaries (including and the Subsidiary Adviser Group), the Company Portfolio Companies and the Funds and their respective businesses and operations (collectively, “Forecasts”); and (c) have had full opportunity opportunities to meet with the management of the Company and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the FundsCompany Portfolio Companies. Parent and Acquisition Sub acknowledge and agree that (1x) there are uncertainties inherent in attempting to make Forecasts, with which Parent and Acquisition Sub are familiar, and Parent and Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all Forecasts (including the reasonableness of the assumptions underlying such Forecasts), and Parent and Acquisition Sub shall have no claim against the Company, its Subsidiaries (including or the Subsidiary Adviser Group)Company External Adviser, or the Company Portfolio Companies, the Funds Companies or any of their respective Representatives with respect to any such Forecasts, other than with respect to intentional fraud, Forecasts and (2y) each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries (including and the Subsidiary Adviser Group), the Company Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreementhereby, including the Company MergerMergers, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each further acknowledges and agrees that (I1) any Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III or in any certificate delivered pursuant hereto; and (II2) except for the representations and warranties expressly set forth in Article IIIIII or in any certificate delivered pursuant hereto, (aA) neither the Company Company, its investment adviser nor any of its Subsidiaries (including the Subsidiary Adviser Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Company Merger and Parent and Acquisition Sub are not relying on (Mergers and Parent and Acquisition Sub shall have no claim against the Company, any of its Subsidiaries (including the Subsidiary Adviser Group), the or any Company Portfolio Companies, the Funds Companies or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (bB) no Person has been authorized by the Company Company, its investment adviser or any of its Subsidiaries (including the Subsidiary Adviser Group) to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers. Nothing in this Section 4.27 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, they and their Representatives Representatives: (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the CompanyCompany and its Subsidiaries, its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the Funds which they and their Representatives, as of the date hereof, have requested to review and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the Funds and their respective businesses and operations (collectively, “Forecasts”); and (c) have had full opportunity to meet with the management of the Company and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the FundsCompanies. Parent and Acquisition Sub acknowledge and agree that (1x) there are uncertainties inherent in attempting to make Forecasts, with which Parent and Acquisition Sub are familiar, and Parent and Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all Forecasts (including the reasonableness of the assumptions underlying such Forecasts), and Parent and Acquisition Sub shall have no claim against the Company, its Subsidiaries (including the Subsidiary Adviser Group)or its investment adviser, or the Portfolio Companies, the Funds Companies or any of their respective Representatives with respect to any such Forecasts, other than with respect to intentional fraud, and (2y) each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreementhereby, including the Company MergerMergers, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each further acknowledges and agrees that (I1) any Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III III; and (II2) except for the representations and warranties expressly set forth in Article III, (aA) neither the Company Company, its investment adviser nor any of its Subsidiaries (including the Subsidiary Adviser Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Company Merger Mergers and Parent and Acquisition Sub are not relying on (and Parent and Acquisition Sub shall have no claim against the Company, any of its Subsidiaries (including the Subsidiary Adviser Group), the or any Portfolio Companies, the Funds Companies or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (bB) no Person has been authorized by the Company Company, its investment adviser or any of its Subsidiaries (including the Subsidiary Adviser Group) to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub The Company acknowledges that, as of the date hereof, they it and their Representatives its Representatives: (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent, the CompanyParent External Adviser, its Subsidiaries (including the Subsidiary Adviser Group)their respective Subsidiaries, and the Portfolio Companies which it and the Funds which they and their its Representatives, as of the date hereof, have requested to review and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from Parent, the Company and its Subsidiaries (including the Subsidiary Parent External Adviser Group) and their respective Subsidiaries and Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent, the Company, its Parent External Adviser and their respective Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the Funds and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had full opportunity to meet with the management of Parent, the Company Parent External Adviser and its their respective Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, its Subsidiaries (including the Subsidiary Adviser Group)Parent, the Portfolio Companies Parent External Adviser and their respective Subsidiaries and the FundsPortfolio Companies. Parent The Company acknowledges and Acquisition Sub acknowledge and agree agrees that (1x) there are uncertainties inherent in attempting to make Parent Forecasts, with which Parent and Acquisition Sub are the Company is familiar, and Parent and Acquisition Sub are the Company is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and Parent and Acquisition Sub the Company shall have no claim against the Company, its Subsidiaries (including the Subsidiary Adviser Group)Parent, the Parent External Adviser, their respective Subsidiaries or the Portfolio Companies, the Funds Companies or any of their respective Representatives with respect to any such Parent Forecasts, other than with respect to intentional fraud, and (2y) each of Parent and Acquisition Sub the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent, the CompanyParent External Adviser, its their respective Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreementhereby, including the Mergers, the Company Merger, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each The Company further acknowledges and agrees that (I1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub the Company or any of their its Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the CompanyParent’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III IV; and (II2) except for the representations and warranties expressly set forth in Article IIIIV and, in the case of the Parent External Adviser, Article V, (aA) neither the Company nor none of Parent, Parent External Adviser or any of its their respective Subsidiaries (including the Subsidiary Adviser Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Merger and Parent and Acquisition Sub are is not relying on (and Parent and Acquisition Sub the Company shall have no claim against Parent, the CompanyParent External Adviser, any of its their respective Subsidiaries (including the Subsidiary Adviser Group), the or any Portfolio Companies, the Funds Companies or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (bB) no Person has been authorized by Parent, the Company Parent External Adviser or any of its their respective Subsidiaries (including the Subsidiary Adviser Group) or Representatives to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such entity.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub acknowledges that, as of the date hereofof this Agreement, they and their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the CompanyCompany and its Subsidiaries, its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies Companies, which the Company and the Funds which they and their Representatives, as of the date hereof, its Representatives have requested made available to review them and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the Funds and their respective businesses and operations (collectively, “Forecasts”); and (c) have had full opportunity opportunities to meet with the management of the Company and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the FundsCompanies. Parent and Acquisition Sub acknowledge and agree that (1) there are uncertainties inherent in attempting to make Forecasts, with which Parent and Acquisition Sub are familiar, and Parent and Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all Forecasts (including the reasonableness of the assumptions underlying such Forecasts), and Parent and Acquisition Sub shall have no claim against the Company, its Subsidiaries (including the Subsidiary Adviser Group)or its investment adviser, or the Portfolio Companies, the Funds Companies or any of their respective Representatives with respect to any such Forecasts, other than with respect to intentional fraud, Forecasts and (2) each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries (including the Subsidiary Adviser Group), and the Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Company MergerMergers, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each further acknowledges and agrees that (I) any Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III or in any certificate delivered pursuant hereto; and (II) except for the representations and warranties expressly set forth in Article IIIIII or in any certificate delivered pursuant hereto, (a) neither the Company Company, its investment adviser nor any of its Subsidiaries (including the Subsidiary Adviser Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Company Merger and Parent and Acquisition Sub are not relying on (Mergers and Parent and Acquisition Sub shall have no claim against the Company, any of its Subsidiaries (including the Subsidiary Adviser Group), the or any Portfolio Companies, the Funds Companies or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (b) no Person has been authorized by the Company Company, its investment adviser or any of its Subsidiaries (including the Subsidiary Adviser Group) to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers. Nothing in this Section 4.27 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent Parent, Acquisition Sub and Acquisition Sub 2 acknowledges that, as of the date hereof, they and their Representatives Representatives: (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the CompanyCompany and its Subsidiaries, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds Company Portfolio Companies, which they Company and their its Representatives, as of the date hereof, have requested made available to review them and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company, Company and its Subsidiaries (including and the Subsidiary Adviser Group), the Company Portfolio Companies and the Funds and their respective businesses and operations (collectively, “Forecasts”); and (c) have had full opportunity opportunities to meet with the management of the Company and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the FundsCompany Portfolio Companies. Parent Parent, Acquisition Sub and Acquisition Sub 2 acknowledge and agree that (1x) there are uncertainties inherent in attempting to make Forecasts, with which Parent Parent, Acquisition Sub and Acquisition Sub 2 are familiar, and Parent Parent, Acquisition Sub and Acquisition Sub 2 are taking full responsibility for making their own evaluation of the adequacy and accuracy of all Forecasts (including the reasonableness of the assumptions underlying such Forecasts), and Parent Parent, Acquisition Sub and Acquisition Sub 2 shall have no claim against the Company, its Subsidiaries (including or the Subsidiary Adviser Group)Company External Adviser, or the Company Portfolio Companies, the Funds Companies or any of their respective Representatives with respect to any such Forecasts, other than with respect to intentional fraud, Forecasts and (2y) each of Parent Parent, Acquisition Sub and Acquisition Sub 2 has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries (including and the Subsidiary Adviser Group), the Company Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreementhereby, including the Company MergerMergers, each of Parent Parent, Acquisition Sub and Acquisition Sub 2 has relied on the results of its own independent review and analysis. Parent Parent, Acquisition Sub and Acquisition Sub 2 each further acknowledges and agrees that (I1) any Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub, Acquisition Sub 2 or any of their Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III or in any certificate delivered pursuant hereto; and (II2) except for the representations and warranties expressly set forth in Article IIIIII or in any certificate delivered pursuant hereto, (aA) neither the Company Company, its investment adviser nor any of its Subsidiaries (including the Subsidiary Adviser Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Company Merger Mergers and Parent Parent, Acquisition Sub and Acquisition Sub are not relying on (and Parent and Acquisition Sub 2 shall have no claim against the Company, any of its Subsidiaries (including the Subsidiary Adviser Group), the or any Company Portfolio Companies, the Funds Companies or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (bB) no Person has been authorized by the Company Company, its investment adviser or any of its Subsidiaries (including the Subsidiary Adviser Group) to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers. Nothing in this Section 4.28 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds which they and their Representatives, as of the date hereof, have requested to review and (ii) the electronic data room in connection with the transactions contemplated hereby; hereby and (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds and their respective businesses and operations (collectively, “Forecasts”); and (c) have had full opportunity to meet with the management of the Company and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the FundsSubsidiaries. Parent and Acquisition Sub acknowledge and agree that (1) there are uncertainties inherent in attempting to make Forecasts, with which Parent and Acquisition Sub are familiar, and Parent and Acquisition Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all Forecasts (including the reasonableness of the assumptions underlying such Forecasts), and Parent and Acquisition Sub shall have no claim against the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies, the Funds or any of their respective Representatives with respect to any such Forecasts, other than with respect to intentional fraud, and (2) each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, Company and its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Company MergerMerger and the Financing, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each further acknowledges and agrees that (I) any Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the electronic data room in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III and (II) except for the representations and warranties expressly set forth in Article IIIIV, (a1) neither the Company nor any of its Subsidiaries (including the Subsidiary Adviser Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Company Merger and Parent and Acquisition Sub are not relying on (and Parent and Acquisition Sub shall have no claim against the Company, Company or any of its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies, the Funds or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (b2) no Person has been authorized by the Company or any of its Subsidiaries (including the Subsidiary Adviser Group) to make any representation or warranty relating to itself or its business or otherwise in connection with the MergersMerger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub The Company acknowledges that, as of the date hereof, they it and their its Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Funds any funds managed by them which they it and their its Representatives, as of the date hereof, have requested to review and (ii) the electronic data room in connection with the transactions contemplated herebyreview; (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Parent, Parent External Adviser Group) and their respective Subsidiaries and Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Funds any funds managed by them and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had full opportunity to meet with the management of the Company Parent, Parent External Adviser and its their respective Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Fundsany funds managed by them. Parent The Company acknowledges and Acquisition Sub acknowledge and agree agrees that (1) there are uncertainties inherent in attempting to make Parent Forecasts, with which Parent and Acquisition Sub are the Company is familiar, and Parent and Acquisition Sub are the Company is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and Parent and Acquisition Sub the Company shall have no claim against the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies, the Funds any funds managed by them or any of their respective Representatives with respect to any such Parent Forecasts, other than with respect to intentional fraud, and (2) each of Parent and Acquisition Sub the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Funds any funds managed by them and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Company Merger, each of Parent and Acquisition Sub the Company has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each The Company further acknowledges and agrees that (I) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub the Company or any of their its Representatives, including any materials or information made available in the electronic data room to them in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the CompanyParent’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III IV and (II) except for the representations and warranties expressly set forth in Article IIIIV, (a) neither the Company Parent, Parent External Adviser nor any of its their respective Subsidiaries (including the Subsidiary Adviser Group) or Representatives makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Merger and Parent and Acquisition Sub are is not relying on (and Parent and Acquisition Sub the Company shall have no claim against the CompanyParent, Parent External Adviser, any of its Subsidiaries (including the Subsidiary Adviser Group)their respective Subsidiaries, the Portfolio Companies, the Funds any funds managed by them or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (b) no Person has been authorized by the Company Parent, Parent External Adviser or any of its their respective Subsidiaries (including the Subsidiary Adviser Group) or Representatives to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers.. ARTICLE IV

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub The Buyer acknowledges that, as of the date hereof, they it and their its Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company, each Group Company which it and its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Funds which they and their Representatives, as of the date hereof, have requested to review and (ii) the electronic data room in connection with the transactions contemplated herebyreview; (b) have received and may continue to receive from the Company Seller and its Subsidiaries (including the Subsidiary Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, information regarding the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Group Companies and the Funds and their respective businesses and operations (collectively, “Forecasts”)operations; and (c) have had full the opportunity to meet with the management of the Company and its Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies Group Companies. Buyer acknowledges and the Funds. Parent and Acquisition Sub acknowledge and agree agrees that (1i) there are uncertainties inherent in attempting to make Forecastsforecasts, with which Parent and Acquisition Sub are Buyer is familiar, and Parent and Acquisition Sub are Buyer is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all Forecasts forecasts (including the reasonableness of the assumptions underlying such Forecastsforecasts), and Parent and Acquisition Sub Buyer shall not have no any claim against the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies, the Funds Seller or any of their respective its Representatives with respect to any such Forecasts, other than with respect to intentional fraud, forecasts and (2ii) each of Parent and Acquisition Sub without limiting any representation or warranty expressly set forth herein, Buyer has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Group Companies and the Funds and, in making its determination to proceed with the transactions contemplated by this AgreementTransaction, including the Company Merger, each of Parent and Acquisition Sub Buyer has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each Buyer further acknowledges and agrees that (IA) any Forecastforecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed delivered to Parent, Acquisition Sub Buyer or any of their its Representatives, including any materials or information made available in the electronic data room to them in connection with the transactions contemplated herebyTransaction, via confidential information packet, in connection with management presentations by the Company’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III or Article IV, as applicable, and (IIB) except for the representations and warranties expressly set forth in Article III, III or Article IV (a1) neither the Company Seller nor any of its Subsidiaries (including the Subsidiary Adviser Group) Representatives makes, or has made, any representation or warranty relating to itself or its the business of the Group Companies or otherwise in connection with the Company Merger Transaction and Parent and Acquisition Sub are Buyer is not relying on (and Parent and Acquisition Sub Buyer shall have no claim against the Company, any of its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies, the Funds or their respective Representatives Seller in respect of, other than in the case of intentional fraud) any such representation or warranty and (b2) no Person has been authorized by the Company Seller or any of its Subsidiaries (including the Subsidiary Adviser Group) Representatives to make any representation or warranty relating to itself Seller or its the business or otherwise in connection with of the MergersGroup Companies.

Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub The Company acknowledges that, as of the date hereof, they it and their its Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Funds any funds managed by them which they it and their its Representatives, as of the date hereof, have requested to review and (ii) the electronic data room in connection with the transactions contemplated herebyreview; (b) have received and may continue to receive from the Company and its Subsidiaries (including the Subsidiary Parent, Parent External Adviser Group) and their respective Subsidiaries and Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Funds any funds managed by them and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had full opportunity to meet with the management of the Company Parent, Parent External Adviser and its their respective Subsidiaries (including the Subsidiary Adviser Group) and to discuss the business and assets of the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Fundsany funds managed by them. Parent The Company acknowledges and Acquisition Sub acknowledge and agree agrees that (1) there are uncertainties inherent in attempting to make Parent Forecasts, with which Parent and Acquisition Sub are the Company is familiar, and Parent and Acquisition Sub are the Company is taking full responsibility for making their its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and Parent and Acquisition Sub the Company shall have no claim against the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies, the Funds any funds managed by them or any of their respective Representatives with respect to any such Parent Forecasts, other than with respect to intentional fraud, and (2) each of Parent and Acquisition Sub the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the CompanyParent, its Subsidiaries (including the Subsidiary Adviser Group)Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and the Funds any funds managed by them and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Company Merger, each of Parent and Acquisition Sub the Company has relied on the results of its own independent review and analysis. Parent and Acquisition Sub each The Company further acknowledges and agrees that (I) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub the Company or any of their its Representatives, including any materials or information made available in the electronic data room to them in connection with the transactions contemplated hereby, via confidential information packet, in connection with presentations by the CompanyParent’s management or otherwise, are not and shall not be deemed to constitute or be the subject of any representation or warranty unless and only to the extent any such material or information is the subject of an express representation or warranty set forth in Article III IV and (II) except for the representations and warranties expressly set forth in Article IIIIV, (a) neither the Company Parent, Parent External Adviser nor any of its their respective Subsidiaries (including the Subsidiary Adviser Group) or Representatives makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Merger and Parent and Acquisition Sub are is not relying on (and Parent and Acquisition Sub the Company shall have no claim against the CompanyParent, Parent External Adviser, any of its Subsidiaries (including the Subsidiary Adviser Group)their respective Subsidiaries, the Portfolio Companies, the Funds any funds managed by them or their respective Representatives in respect of, other than in the case of intentional fraud) any such representation or warranty and (b) no Person has been authorized by the Company Parent, Parent External Adviser or any of its their respective Subsidiaries (including the Subsidiary Adviser Group) or Representatives to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers.