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

Acknowledgment of Disclaimer of Other Representations and Warranties. The Company acknowledges that, as of the date hereof, it and its Representatives: (a) have received access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent and its Subsidiaries, and the Parent Portfolio Companies, which Parent and its Representatives have made available to them and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) have received and may continue to receive from Parent and its Subsidiaries and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent and its Subsidiaries, and the Parent Portfolio Companies, and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities to meet with the management of Parent and its Subsidiaries and to discuss the business and assets of Parent and its Subsidiaries and the Parent Portfolio Companies. The Company acknowledges and agrees that (x) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is familiar, and the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company shall have no claim against Parent, its Subsidiaries or the Parent External Adviser, or any of their respective Representatives, or the Parent Portfolio Companies, with respect to any such Parent Forecasts and (y) the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent, its Subsidiaries and the Parent Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the Mergers, the Company has relied on the results of its own independent review and analysis. The Company further acknowledges and agrees that (1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company or any of 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 Parent’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 IV or in any certificate delivered pursuant hereto; and (2) except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant hereto, (A) none of Parent, any of Parent’s Subsidiaries, the Parent External Adviser 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 shall have no claim against Parent, any of its Subsidiaries, the Parent External Adviser, any Parent Portfolio Companies or any of the respective Representatives thereof in respect of any such representation or warranty and (B) no Person has been authorized by Parent, any of its Subsidiaries or the Parent External Adviser 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. The Company Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, it they and its their Representatives: (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent the Company and its Subsidiaries, and the Parent Portfolio CompaniesCompanies which they and their Representatives, which Parent and its Representatives as of the date hereof, have made available requested to them 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 and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent the Company and its Subsidiaries, Subsidiaries and the Parent Portfolio Companies, Companies and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities full opportunity to meet with the management of Parent the Company and its Subsidiaries and to discuss the business and assets of Parent the Company and its Subsidiaries and the Parent Portfolio Companies. The Company acknowledges Parent and agrees Acquisition Sub acknowledge and agree that (x) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is Parent and Acquisition Sub are familiar, and the Company is Parent and Acquisition Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company Parent and Acquisition Sub shall have no claim against Parentthe Company, its Subsidiaries or its investment adviser, or the Parent External Adviser, Portfolio Companies or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts Forecasts, other than with respect to intentional fraud, and (y) the Company 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 Parentthe Company, its Subsidiaries and the Parent Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the Mergers, the Company each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. The Company Parent and Acquisition Sub each further acknowledges and agrees that (1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company Parent, Acquisition Sub or any of its 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 Parentthe 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 IV or in any certificate delivered pursuant heretoIII; and (2) except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant heretoIII, (A) none of Parentneither the Company, its investment adviser nor any of Parent’s Subsidiaries, the Parent External Adviser or any other Person its Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Parent and Acquisition Sub are not relying on (and Parent and Acquisition Sub shall have no claim against Parentthe Company, any of its Subsidiaries, the Parent External Adviser, Subsidiaries or any Parent Portfolio Companies or any of the their respective Representatives thereof in respect of, other than in the case of intentional fraud) any such representation or warranty and (B) no Person has been authorized by Parentthe Company, its investment adviser or any of its Subsidiaries or the Parent External Adviser 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 , and if made, such representation or limit any claim for Fraudwarranty 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. The Company Each of Parent and Acquisition Sub acknowledges that, as of the date hereofof this Agreement, it they and its Representatives: their Representatives (a) have received access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent the Company and its Subsidiaries, and the Parent Portfolio Companies, which Parent the Company and its Representatives have made available to them 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 and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent the Company and its Subsidiaries, Subsidiaries and the Parent Portfolio Companies, Companies and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities to meet with the management of Parent the Company and its Subsidiaries and to discuss the business and assets of Parent the Company and its Subsidiaries and the Parent Portfolio Companies. The Company acknowledges Parent and agrees Acquisition Sub acknowledge and agree that (x1) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is Parent and Acquisition Sub are familiar, and the Company is Parent and Acquisition Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company Parent and Acquisition Sub shall have no claim against Parentthe Company, its Subsidiaries or its investment adviser, or the Parent External Adviser, Portfolio Companies or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts and (y2) the Company 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 Parentthe Company, its Subsidiaries and the Parent Portfolio Companies and, in making its determination to proceed with the transactions contemplated herebyby this Agreement, including the Mergers, the Company each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. The Company Parent and Acquisition Sub each further acknowledges and agrees that (1I) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company Parent, Acquisition Sub or any of its 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 Parentthe 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 IV III or in any certificate delivered pursuant hereto; and (2II) except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered pursuant hereto, (Aa) none of Parentneither the Company, its investment adviser nor any of Parent’s Subsidiaries, the Parent External Adviser or any other Person its Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Parent and Acquisition Sub shall have no claim against Parentthe Company, any of its Subsidiaries, the Parent External Adviser, Subsidiaries or any Parent Portfolio Companies or any of the their respective Representatives thereof in respect of any such representation or warranty and (Bb) no Person has been authorized by Parentthe Company, its investment adviser or any of its Subsidiaries or the Parent External Adviser 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 4.27 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. The Company acknowledges that, as of the date hereof, it and its Representatives: Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent, Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and any funds managed by them which it and its SubsidiariesRepresentatives, and as of the Parent Portfolio Companiesdate hereof, which Parent and its Representatives have made available requested to them and (ii) the electronic data room in connection with the transactions contemplated herebyreview; (b) have received and may continue to receive from Parent, Parent and its Subsidiaries External Adviser and their respective Subsidiaries and Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent, Parent and its External Adviser, their respective Subsidiaries, the Portfolio Companies and the Parent Portfolio Companies, any funds managed by them and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities full opportunity to meet with the management of Parent, Parent External Adviser and its their respective Subsidiaries and to discuss the business and assets of Parent, Parent External Adviser, their respective Subsidiaries, the Portfolio Companies and its Subsidiaries and the Parent Portfolio Companiesany funds managed by them. The Company acknowledges and agrees that (x1) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is familiar, and the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company shall have no claim against Parent, its Subsidiaries or the Parent External Adviser, their respective Subsidiaries, the Portfolio Companies, any funds managed by them or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts Forecasts, other than with respect to intentional fraud, and (y2) the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent, its Subsidiaries and Parent External Adviser, their respective Subsidiaries, the Parent Portfolio Companies and any funds managed by them and, in making its determination to proceed with the transactions contemplated herebyby this Agreement, including the MergersCompany Merger, the Company has relied on the results of its own independent review and analysis. The Company further acknowledges and agrees that (1I) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company or any of 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 Parent’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 IV or in any certificate delivered pursuant hereto; and (2II) except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant heretoIV, (Aa) none of neither Parent, any of Parent’s Subsidiaries, the Parent External Adviser nor any of their respective Subsidiaries or any other Person 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 is not relying on (and the Company shall have no claim against Parent, any of its Subsidiaries, the Parent External Adviser, any Parent of their respective Subsidiaries, the Portfolio Companies Companies, any funds managed by them or any of the 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 Parent, any of its Subsidiaries or the Parent External Adviser or any of their respective Subsidiaries or Representatives 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. The Company acknowledges that, as of the date hereof, it and its Representatives: (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent, the Parent and its External Adviser, their respective Subsidiaries, and the Parent Portfolio Companies, Companies which Parent it and its Representatives Representatives, as of the date hereof, have made available requested to them 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 Parent and its Subsidiaries External Adviser 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 Parent External Adviser and its Subsidiaries, their respective Subsidiaries and the Parent Portfolio Companies, Companies and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities full opportunity to meet with the management of Parent, the Parent External Adviser and its their respective Subsidiaries and to discuss the business and assets of Parent, the Parent External Adviser and its their respective Subsidiaries and the Parent Portfolio Companies. The Company acknowledges and agrees that (x) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is familiar, and the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company shall have no claim against Parent, its Subsidiaries or the Parent External Adviser, their respective Subsidiaries or the Portfolio Companies or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts Forecasts, other than with respect to intentional fraud, and (y) the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent, its the Parent External Adviser, their respective Subsidiaries and the Parent Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the Mergers, the Company has relied on the results of its own independent review and analysis. The Company further acknowledges and agrees that (1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company or any of 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 Parent’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 IV or in any certificate delivered pursuant heretoIV; and (2) except for the representations and warranties expressly set forth in Article IV or and, in any certificate delivered pursuant heretothe case of the Parent External Adviser, Article V, (A) none of Parent, any of Parent’s Subsidiaries, the Parent External Adviser or any other Person of their respective Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company is not relying on (and the Company shall have no claim against Parent, any of its Subsidiaries, the Parent External Adviser, any Parent of their respective Subsidiaries or any Portfolio Companies or any of the their respective Representatives thereof in respect of, other than in the case of intentional fraud) any such representation or warranty and (B) no Person has been authorized by Parent, any of its Subsidiaries or the Parent External Adviser or any of their respective Subsidiaries or Representatives 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 , and if made, such representation or limit any claim for Fraudwarranty must not be relied upon by the Company as having been authorized by such entity.

Acknowledgment of Disclaimer of Other Representations and Warranties. The Company Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, it they and its Representatives: their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent and the Company, its SubsidiariesSubsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Parent Portfolio CompaniesFunds which they and their Representatives, which Parent and its Representatives as of the date hereof, have made available requested to them 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 Adviser Group) and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent and the Company, its SubsidiariesSubsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Parent Portfolio Companies, Funds and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities full opportunity to meet with the management of Parent 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 its Subsidiaries Acquisition Sub acknowledge and the Parent Portfolio Companies. The Company acknowledges and agrees agree that (x1) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is Parent and Acquisition Sub are familiar, and the Company is Parent and Acquisition Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company Parent and Acquisition Sub shall have no claim against Parentthe Company, its Subsidiaries or (including the Parent External AdviserSubsidiary Adviser Group), the Portfolio Companies, the Funds or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts Forecasts, other than with respect to intentional fraud, and (y2) the Company 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 Parentthe Company, its Subsidiaries (including the Subsidiary Adviser Group), the Portfolio Companies and the Parent Portfolio Companies Funds and, in making its determination to proceed with the transactions contemplated herebyby this Agreement, including the MergersCompany Merger, the Company each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. The Company Parent and Acquisition Sub each further acknowledges and agrees that (1I) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company Parent, Acquisition Sub or any of its 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 Parentthe 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 IV or in any certificate delivered pursuant hereto; III and (2II) except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant heretoIII, (Aa) none of Parent, neither the Company nor any of Parent’s Subsidiaries, its Subsidiaries (including the Parent External Subsidiary Adviser or any other Person Group) makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers Company Merger and the Company Parent and Acquisition Sub are not relying on (and Parent and Acquisition Sub shall have no claim against Parentthe Company, any of its SubsidiariesSubsidiaries (including the Subsidiary Adviser Group), the Parent External AdviserPortfolio Companies, any Parent Portfolio Companies the Funds or any of the 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 Parent, the Company or any of its Subsidiaries or (including the Parent External 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 3.24 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. The Company Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, it they and its their Representatives: (a) have received access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent the Company and its Subsidiaries, and the Parent Company Portfolio Companies, which Parent Company and its Representatives Representatives, as of the date hereof, have made available to them 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 and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent the Company and its Subsidiaries, Subsidiaries and the Parent Company Portfolio Companies, Companies and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities to meet with the management of Parent the Company and its Subsidiaries and to discuss the business and assets of Parent the Company and its Subsidiaries and the Parent Company Portfolio Companies. The Company acknowledges Parent and agrees Acquisition Sub acknowledge and agree that (x) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is Parent and Acquisition Sub are familiar, and the Company is Parent and Acquisition Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company Parent and Acquisition Sub shall have no claim against Parentthe Company, its Subsidiaries or the Parent Company External Adviser, or the Company Portfolio Companies or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts and (y) the Company 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 Parentthe Company, its Subsidiaries and the Parent Company Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the Mergers, the Company each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. The Company Parent and Acquisition Sub each further acknowledges and agrees that (1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company Parent, Acquisition Sub or any of its 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 Parentthe 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 IV III or in any certificate delivered pursuant hereto; and (2) except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered pursuant hereto, (A) none of Parentneither the Company, its investment adviser nor any of Parent’s Subsidiaries, the Parent External Adviser or any other Person its Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Parent and Acquisition Sub shall have no claim against Parentthe Company, any of its Subsidiaries, the Parent External Adviser, Subsidiaries or any Parent Company Portfolio Companies or any of the their respective Representatives thereof in respect of any such representation or warranty and (B) no Person has been authorized by Parentthe Company, its investment adviser or any of its Subsidiaries or the Parent External Adviser 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 4.27 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. The Company Each of Parent, Acquisition Sub and Acquisition Sub 2 acknowledges that, as of the date hereof, it they and its their Representatives: (a) have received access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent the Company and its Subsidiaries, and the Parent Company Portfolio Companies, which Parent Company and its Representatives Representatives, as of the date hereof, have made available to them 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 and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent the Company and its Subsidiaries, Subsidiaries and the Parent Company Portfolio Companies, Companies and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities to meet with the management of Parent the Company and its Subsidiaries and to discuss the business and assets of Parent the Company and its Subsidiaries and the Parent Company Portfolio Companies. The Company acknowledges Parent, Acquisition Sub and agrees Acquisition Sub 2 acknowledge and agree that (x) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is Parent, Acquisition Sub and Acquisition Sub 2 are familiar, and the Company is Parent, Acquisition Sub and Acquisition Sub 2 are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company Parent, Acquisition Sub and Acquisition Sub 2 shall have no claim against Parentthe Company, its Subsidiaries or the Parent Company External Adviser, or the Company Portfolio Companies or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts and (y) the Company each of 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 Parentthe Company, its Subsidiaries and the Parent Company Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the Mergers, the Company each of Parent, Acquisition Sub and Acquisition Sub 2 has relied on the results of its own independent review and analysis. The Company Parent, Acquisition Sub and Acquisition Sub 2 each further acknowledges and agrees that (1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company Parent, Acquisition Sub, Acquisition Sub 2 or any of its 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 Parentthe 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 IV III or in any certificate delivered pursuant hereto; and (2) except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered pursuant hereto, (A) none of Parentneither the Company, its investment adviser nor any of Parent’s Subsidiaries, the Parent External Adviser or any other Person its Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers and the Company Parent, Acquisition Sub and Acquisition Sub 2 shall have no claim against Parentthe Company, any of its Subsidiaries, the Parent External Adviser, Subsidiaries or any Parent Company Portfolio Companies or any of the their respective Representatives thereof in respect of any such representation or warranty and (B) no Person has been authorized by Parentthe Company, its investment adviser or any of its Subsidiaries or the Parent External Adviser 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 4.28 shall apply to or limit any claim for Fraud.

Acknowledgment of Disclaimer of Other Representations and Warranties. The Company Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, it they and its Representatives: their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent the Company and its SubsidiariesSubsidiaries which they and their Representatives, and as of the Parent Portfolio Companiesdate hereof, which Parent and its Representatives have made available requested to them 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 Parent and its Subsidiaries and their respective Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding Parent and its Subsidiaries, and the Parent Portfolio Companies, and their respective businesses and operations (collectively, “Parent Forecasts”); and (c) have had opportunities full opportunity to meet with the management of Parent the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries. Parent and its Subsidiaries Acquisition Sub acknowledge and the agree that each of Parent Portfolio Companies. The Company acknowledges and agrees that (x) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is familiar, and the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), and the Company shall have no claim against Parent, its Subsidiaries or the Parent External Adviser, or any of their respective Representatives, or the Parent Portfolio Companies, with respect to any such Parent Forecasts and (y) the Company Acquisition Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent, the Company and its Subsidiaries and the Parent Portfolio Companies and, in making its determination to proceed with the transactions contemplated herebyby this Agreement, including the MergersMerger and the Financing, the Company each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis. The Company Parent and Acquisition Sub each further acknowledges and agrees that (1) any Parent Forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company or any of 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 Parent’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 IV or in any certificate delivered pursuant hereto; and (2) except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant heretoIV, (A1) none of Parent, neither the Company nor any of Parent’s Subsidiaries, the Parent External Adviser or any other Person its Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers Merger and the Company Parent and Acquisition Sub are not relying on (and Parent and Acquisition Sub shall have no claim against Parent, the Company or any of its Subsidiaries, the Parent External Adviser, any Parent Portfolio Companies Subsidiaries or any of the their respective Representatives thereof in respect of of) any such representation or warranty and (B2) no Person has been authorized by Parent, the Company or any of its Subsidiaries or the Parent External Adviser 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 Merger, and if made, such representation or limit any claim for Fraudwarranty 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. (a) The Company acknowledges that, as of the date hereof, that it and its Representatives: (ai) have received access to (iA) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent and its Subsidiaries, and the Parent Portfolio Companies, which Parent and its Representatives have made available to them Parties and (iiB) the electronic data room in connection with the transactions contemplated hereby; (bii) have received and may continue to receive from the Parent and its Subsidiaries Parties and their respective Representatives certain estimates, forecasts, projections and other forward-looking informationinformation regarding the assets, liabilities, financial condition, operations and prospects, as well as certain forward-looking business plan information, regarding Parent and its Subsidiaries, and of the Parent Portfolio Companies, Parties and their respective businesses and operations (collectively, “Parent Forecasts”); and (ciii) have had opportunities to meet with the management of the Parent and its Subsidiaries Parties and to discuss the Parent’s businesses, assets, liabilities, financial condition, operations and business and assets of Parent and its Subsidiaries and plan information, as well as the Parent Portfolio Companies. Forecasts. (b) The Company acknowledges and agrees that (xi) there are uncertainties inherent in attempting to make Parent Forecasts, with which the Company is familiar, and ; (ii) Parent makes no representation or warranty whatsoever regarding any Parent Forecast; (iii) the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all information provided and all Parent Forecasts (including the reasonableness of the assumptions underlying such Parent Forecasts), ; and (iv) the Company shall have no claim against Parent, its Subsidiaries or the Parent External Adviser, Parties or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Parent Forecasts Forecasts. (c) The Company further acknowledges and agrees that: (yi) the Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent, its Subsidiaries and the Parent Portfolio Companies and, Parties; (ii) in making its determination to proceed with the transactions contemplated hereby, including the Mergers, the Company has relied on the results of its own independent review and analysis. The Company further acknowledges ; (iii) no Parent Forecast is, and agrees that no Parent Forecast shall be deemed to constitute or be, the subject of any representation or warranty; (1iv) any Parent Forecast, no other data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company or any of 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 Parent’s management or otherwise, are not and or shall not be deemed to constitute or be the subject of any representation or warranty warranty, unless (and only to the extent extent) any such material or information is the subject of an express representation or warranty set forth in Article IV or in any certificate delivered pursuant heretounder this Agreement; and (2v) except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant heretounder this Agreement, (A) no Person has been authorized by the Parent Parties to make any representation or warranty relating to itself or Parent or any of their respective assets, liabilities, financial condition, operations, prospects, business or business plans, or otherwise in connection with the Mergers, (B) none of Parent, any of Parent’s Subsidiaries, the Parent External Adviser or any other Person Parties makes, or has made, any representation or warranty relating to itself or its assets, liabilities, financial condition, operations, prospects, business or business plans, or otherwise in connection with the Mergers Mergers, and (C) the Company shall have no claim against Parent, any of its Subsidiaries, the Parent External Adviser, any Parent Portfolio Companies Parties or any of the their respective Representatives thereof in respect of any such representation or warranty and (B) no Person has been authorized by Parent, not expressly set forth in Article IV or in any of its Subsidiaries or the Parent External Adviser to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers. Nothing in certificate delivered under this Section 3.24 shall apply to or limit any claim for FraudAgreement.

Acknowledgment of Disclaimer of Other Representations and Warranties. The Company (a) Each of Parent and Merger Sub acknowledges that, as of the date hereof, that it and its Representatives: (ai) have received access to (iA) such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent and its Subsidiaries, and the Parent Portfolio Companies, which Parent and its Representatives have made available to them Company Parties and (iiB) the electronic data room in connection with the transactions contemplated hereby; (bii) have received and may continue to receive from Parent and its Subsidiaries the Company Parties and their respective Representatives certain estimates, forecasts, projections and other forward-looking informationinformation regarding the assets, liabilities, financial condition, operations and prospects, as well as certain forward-looking business plan information, regarding Parent and its Subsidiaries, and of the Parent Portfolio Companies, Company Parties and their respective businesses and operations (collectively, “Parent Company Forecasts”); and (ciii) have had opportunities to meet with the management of Parent and its Subsidiaries the Company Parties and to discuss the Company’s businesses, assets, liabilities, financial condition, operations and business and assets of plan information, as well as the Company Forecasts. (b) Parent and its Subsidiaries Merger Sub acknowledge and the Parent Portfolio Companies. The Company acknowledges and agrees agree that (xi) there are uncertainties inherent in attempting to make Parent Company Forecasts, with which Parent and Merger Sub are familiar; (ii) the Company is familiar, makes no representation or warranty whatsoever regarding any Company Forecast; (iii) Parent and the Company is Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all Parent information provided and all Company Forecasts (including the reasonableness of the assumptions underlying such Parent Company Forecasts), ; and (iv) neither Parent nor Merger Sub shall have any claim against the Company shall have no claim against ParentParties, its Subsidiaries or the Parent External AdviserXxxxxxxx Capital Advisers, Xxxxxxxx Investment Group or any of their respective Representatives, or the Parent Portfolio Companies, Representatives with respect to any such Company Forecasts. (c) Parent Forecasts and Merger Sub further acknowledge and agree that (yi) the Company each of Parent and Merger Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent, its Subsidiaries and the Parent Portfolio Companies and, Company Parties; (ii) in making its determination to proceed with the transactions contemplated hereby, including the Mergers, the Company each of Parent and Merger Sub has relied on the results of its own independent review and analysis. The ; (iii) no Company further acknowledges Forecast is, and agrees that no Company Forecast shall be deemed to constitute or be, the subject of any representation or warranty; (1iv) any Parent Forecast, no other data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company Parent, Merger Sub or any of its 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 Parentthe Company’s management or otherwise, are not and or shall not be deemed to constitute or be the subject of any representation or warranty warranty, unless (and only to the extent extent) any such material or information is the subject of an express representation or warranty set forth in Article IV III or in any certificate delivered pursuant heretounder this Agreement; and (2v) except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered pursuant heretounder this Agreement, (A) no Person has been authorized by the Company Parties, Xxxxxxxx Capital Advisers or Xxxxxxxx Investment Group to make any representation or warranty relating to itself or the Company or any of their respective assets, liabilities, financial condition, operations, prospects, business or business plans, or otherwise in connection with the Mergers, (B) none of Parentthe Company Parties, any of Parent’s Subsidiaries, the Parent External Adviser Xxxxxxxx Capital Advisers or any other Person Xxxxxxxx Investment Group makes, or has made, any representation or warranty relating to itself or its assets, liabilities, financial condition, operations, prospects, business or otherwise in connection with the Mergers and the Company shall have no claim against Parentbusiness plans, any of its Subsidiaries, the Parent External Adviser, any Parent Portfolio Companies or any of the respective Representatives thereof in respect of any such representation or warranty and (B) no Person has been authorized by Parent, any of its Subsidiaries or the Parent External Adviser to make any representation or warranty relating to itself or its business or otherwise in connection with the Mergers. Nothing , and (C) Parent and Merger Sub shall have no claim against the Company Parties, Xxxxxxxx Capital Advisers or Xxxxxxxx Investment Group or their respective Representatives in respect of any representation or warranty not expressly set forth in Article III or in any certificate delivered under this Section 3.24 shall apply to or limit any claim for FraudAgreement.