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

Acknowledgement 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 and its Subsidiaries, and the Portfolio Companies 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) may have received and may continue to receive from the Company and its Subsidiaries and their respective Subsidiaries and Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company and its Subsidiaries and the Portfolio Companies and their respective businesses and operations (collectively, “Company Forecasts”); and (c) have had full opportunity to meet with the management of the Company, its Subsidiaries and the Company Investment Adviser and to discuss the business and assets of the Company and its Subsidiaries and the Portfolio Companies. Parent and Acquisition Sub acknowledge and agree that (x) there are uncertainties inherent in attempting to make Company 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 Company Forecasts (including the reasonableness of the assumptions underlying such Company Forecasts), and Parent and Acquisition Sub shall have no claim against the Company, its Subsidiaries, the Company Investment Adviser or the Portfolio Companies or any of their respective Representatives with respect to any such Company Forecasts, other than with respect to intentional fraud, and (y) 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 and the Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the Mergers, 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 (1) any Company 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 and/or the Company Investment Adviser’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 (2) except for the representations and warranties expressly set forth in Article III, (A) none of the Company, any of its Subsidiaries or the Company Investment Adviser makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the 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, the Company Investment Adviser or any Portfolio 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, any of its Subsidiaries or the Company Investment Adviser 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.

Acknowledgement 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 Parent, the Company Parent External Adviser and their respective Subsidiaries, which it and its Subsidiaries, and the Portfolio Companies which they and their Representatives, as of the date hereof, have TABLE OF CONTENTS requested to review and (ii) the electronic data room in connection with the transactions contemplated hereby; (b) may have received and may continue to receive from Parent, the Company and its Subsidiaries Parent 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 Company Parent External Adviser and its their respective Subsidiaries and the Portfolio Companies and their respective businesses and operations (collectively, “Company Parent Forecasts”); and (c) have had full opportunity to meet with the management of the Company, its Subsidiaries Parent and the Company Investment Parent External Adviser and to discuss the business and assets of Parent, the Parent External Adviser and their respective Subsidiaries. The Company acknowledges and its Subsidiaries and the Portfolio Companies. Parent and Acquisition Sub acknowledge and agree agrees that (x) there are uncertainties inherent in attempting to make Company 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 Company Parent Forecasts (including the reasonableness of the assumptions underlying such Company Parent Forecasts), and Parent and Acquisition Sub the Company shall have no claim against the Company, its SubsidiariesParent, the Company Investment Adviser or the Portfolio Companies Parent External Adviser, their respective Subsidiaries or any of their respective Representatives with respect to any such Company Parent Forecasts, other than with respect to intentional fraud, and (y) 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 and the Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the MergersMerger, 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 (1) any Company 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 Company’s and/or the Company Investment AdviserParent’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 IIIIV; and (2) except for the representations and warranties expressly set forth in Article IIIIV and, in the case of the Parent External Adviser, Article V, (A) none of Parent, the Company, Parent External Adviser or any of its their respective Subsidiaries or the Company Investment Adviser makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers Merger and Parent and Acquisition Sub are the Company is not relying on (and Parent and Acquisition Sub the Company shall have no claim against Parent, the CompanyParent External Adviser, any of its Subsidiaries, the Company Investment Adviser or any Portfolio Companies their respective Subsidiaries 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 Parent, the Company, Parent External Adviser or any of its their respective Subsidiaries or the Company Investment Adviser Representatives 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 the Company as having been authorized by such entity.

Acknowledgement 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 and its Subsidiaries, and the Portfolio Companies 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) may have received and may continue to receive from the Company and its Subsidiaries and their respective Subsidiaries and Representatives certain estimates, forecasts, projections and other forward-looking information, as well as certain business plan information, regarding the Company and its Subsidiaries and the Portfolio Companies and their respective businesses and operations (collectively, “Company Forecasts”); and (c) have had full opportunity to meet with the management of the Company, its Subsidiaries and the Company Investment Adviser and to discuss the business and assets of the Company and its Subsidiaries and the Portfolio Companies. Parent and Acquisition Sub acknowledge and agree that (x) there are uncertainties inherent in attempting to make Company 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 Company Forecasts (including the reasonableness of the assumptions underlying such Company Forecasts), and Parent and Acquisition Sub shall have no claim against the Company, its Subsidiaries, the Company Investment Adviser or the Portfolio Companies or any of their respective Representatives with respect to any such Company Forecasts, other than with respect to intentional fraud, and (y) 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 and the Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the Mergers, 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 (1) any Company 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 and/or the Company Investment Adviser’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 (2) except for the representations and warranties expressly set forth in Article III, (A) none of the Company, any of its Subsidiaries or the Company Investment Adviser makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection 29 TABLE OF CONTENTS with the 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, the Company Investment Adviser or any Portfolio 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, any of its Subsidiaries or the Company Investment Adviser 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.

Acknowledgement 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 Parent, the Company Parent External Adviser and their respective Subsidiaries, which it and its Subsidiaries, and the Portfolio Companies 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) may have received and may continue to receive from Parent, the Company and its Subsidiaries Parent 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 Company Parent External Adviser and its their respective Subsidiaries and the Portfolio Companies and their respective businesses and operations (collectively, “Company Parent Forecasts”); and (c) have had full opportunity to meet with the management of the Company, its Subsidiaries Parent and the Company Investment Parent External Adviser and to discuss the business and assets of Parent, the Parent External Adviser and their respective Subsidiaries. The Company acknowledges and its Subsidiaries and the Portfolio Companies. Parent and Acquisition Sub acknowledge and agree agrees that (x) there are uncertainties inherent in attempting to make Company 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 Company Parent Forecasts (including the reasonableness of the assumptions underlying such Company Parent Forecasts), and Parent and Acquisition Sub the Company shall have no claim against the Company, its SubsidiariesParent, the Company Investment Adviser or the Portfolio Companies Parent External Adviser, their respective Subsidiaries or any of their respective Representatives with respect to any such Company Parent Forecasts, other than with respect to intentional fraud, and (y) 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 and the Portfolio Companies and, in making its determination to proceed with the transactions contemplated hereby, including the MergersMerger, 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 (1) any Company 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 Company’s and/or the Company Investment AdviserParent’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 IIIIV; and (2) except for the representations and warranties expressly set forth in Article IIIIV and, in the case of the Parent External Adviser, Article V, (A) none of Parent, the Company, Parent External Adviser or any of its their respective Subsidiaries or the Company Investment Adviser makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Mergers Merger and Parent and Acquisition Sub are the Company is not relying on (and Parent and Acquisition Sub the Company shall have no claim against Parent, the CompanyParent External Adviser, any of its Subsidiaries, the Company Investment Adviser or any Portfolio Companies their respective Subsidiaries 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 Parent, the Company, Parent External Adviser or any of its their respective Subsidiaries or the Company Investment Adviser Representatives 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 the Company as having been authorized by such entity.