Common use of No Other Representations or Warranties; Non-Reliance Clause in Contracts

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article IV or this Article V of this Agreement or the Ancillary Agreements, neither Colony Capital, CCOC nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of their respective Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements, none of the Buyer, Buyer’s Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of Buyer, any of its Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, (ii) specifically and irrevocably disclaims that Colony Capital or CCOC is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer or any of its Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI of this Agreement or any representations and warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations and warranties of the Buyer in the Ancillary Agreements, and the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubt, nothing in this Section 5.26 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article IV or this Article V VI or any representations and warranties of this Agreement the Buyer or its Affiliates contained in the Ancillary Agreements, neither Colony Capital, CCOC Buyer nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund itself or any member of the Colony Capital GroupBuyer’s Affiliates. Colony Capital, CCOC Buyer and their its Affiliates have not relied on any express or implied representations or warranties regarding Buyer Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than the representations and warranties of Buyer contained in Article VI of this Agreement IV and any representations and warranties of Buyer in Article V or the Ancillary Agreements. Each of Colony Capital and CCOC Buyer (for itself and on behalf of their respective its Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article VI of this Agreement IV and any representations and warranties of Buyer in Article V or the Ancillary Agreements, none of the BuyerColony Capital or CCOC, Buyer’s any of their respective Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of BuyerColony Capital, CCOC or any Digital Colony Company or Digital Colony Fund, any of its their respective Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, ; (ii) specifically and irrevocably disclaims that Colony Capital or CCOC Buyer is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer each of Colony Capital and CCOC (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund or any of its their 57 LA_LAN01:362972.20 respective Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI of this Agreement IV and Article V or any representations and warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are Buyer is entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations IV and warranties of the Buyer in Article V and the Ancillary Agreements, Agreements and the other agreements expressly set forth in this Agreement; provided, that, that for the avoidance of doubt, nothing in this Section 5.26 6.8 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article III and Article IV or this Article V of this Agreement or the Ancillary AgreementsTransfer Document, neither Colony Capital, CCOC Seller nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund itself or any member of its Affiliates in connection with the Colony Capital GroupTransaction. Colony Capital, CCOC Seller and their its Controlled Affiliates have not relied on any express or implied representations or warranties regarding Buyer Purchaser in connection with the Transaction other than the representations and warranties of Buyer Purchaser contained in Article VI V of this Agreement and any representations and warranties of Buyer Purchaser in the Ancillary AgreementsTransfer Document. Each of Colony Capital and CCOC Seller (for itself and on behalf of their respective its Controlled Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article VI V of this Agreement and any representations and warranties of Buyer Purchaser in the Ancillary AgreementsTransfer Document, none of the BuyerPurchaser, Buyer’s any of its Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of BuyerPurchaser, any of its Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, in each case in connection with the Transaction; (ii) specifically and irrevocably disclaims that Colony Capital or CCOC Seller is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer Purchaser (for itself and on behalf of its SubsidiariesControlled Affiliates) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer Purchaser or any of its Subsidiaries Controlled Affiliates or any other Person to make any disclosures of fact in connection with the Transaction that are not required to be disclosed by the representations and warranties contained in Article VI V of this Agreement or and any representations and warranties of the Buyer Purchaser in the Ancillary AgreementsTransfer Document; and (iv) specifically acknowledges and agrees that Colony Capital Seller, Wafra B and CCOC Wafra S are entering into this Agreement subject only to the representations and warranties contained in Article VI V of this Agreement, Agreement and any representations and warranties of the Buyer Purchaser in the Ancillary Agreements, and the other agreements expressly set forth in this AgreementTransfer Document; provided, that, for the avoidance of doubt, nothing in this Section 5.26 3.11 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreementfor Fraud.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article IV or this Article V of this Agreement or the Ancillary Agreements, neither Colony Capital, CCOC nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Public Company or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of their respective Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article VI II or Article IV of this Agreement and any representations and warranties of Buyer in the Ancillary AgreementsAgreement, none of the BuyerStockholder, Buyer’s Subsidiaries Private Company or any of their respective Affiliates or Representatives or any other Person makes (and Public Company is making and has not LA_LAN01:362972.20 made relying on) any representation or warranty, expressed express or implied, at law to Public Company in connection with the Transactions. In connection with the due diligence investigation of Private Company by Public Company and its Affiliates and Representatives, Public Company and its Affiliates and Representatives have received and may continue to receive after the date hereof from Private Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Private Company, its Subsidiaries, and their respective businesses and operations. Public Company hereby acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Public Company is familiar, and no assurance can be given that such estimates, projections, forecasts and other forward-looking statements will be realized, and (ii) except for the specific representations and warranties of Private Company contained in this Agreement (including any that are subject to the Private Company Disclosure Schedule), Public Company acknowledges that Private Company and the Stockholder have not made any representation, with respect to the accuracy or in equitycompleteness of any representation or warranty, in either express or implied, with respect of Buyer, to Private Company or any of its Subsidiaries Affiliates or their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information provided to Public Company, or any of its Affiliates or any of their respective businessesRepresentatives by Private Company, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, (ii) specifically and irrevocably disclaims that Colony Capital or CCOC is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer Affiliates or any of its Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI of this Agreement or any representations and warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations and warranties of the Buyer in the Ancillary Agreements, and the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubt, nothing in this Section 5.26 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreement.their respective Representatives. ARTICLE IV

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article IV or this Article V of this Agreement or the Ancillary AgreementsTransfer Document, neither Colony Capital, CCOC Purchaser nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund itself or any member of its Affiliates in connection with the Colony Capital GroupTransaction. Colony Capital, CCOC Purchaser and their its Controlled Affiliates have not relied on any express or implied representations or warranties regarding Buyer Seller, Wafra B or Wafra S or the Purchased Interest of the DBMH Interest in connection with the Transaction other than the representations and warranties of Buyer Seller contained in Article VI III of this Agreement and Agreement, any representations and warranties of Buyer Seller in the Ancillary AgreementsTransfer Document and the representations and warranties of the Wafra Participation Entity made in Article IV. Each of Colony Capital and CCOC Purchaser (for itself and on behalf of their respective its Controlled Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties of Seller contained in Article VI III of this Agreement and any representations and warranties of Buyer Seller in the Ancillary AgreementsTransfer Document, and the representations and warranties of the Wafra Participation Entity contained in Article IV of this Agreement, none of Seller, the BuyerWafra Participation Entity, Buyer’s any of their Subsidiaries or Affiliates or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of BuyerSeller, the Wafra Participation Entity, any of its their Subsidiaries or Affiliates, or the Purchased Interest or the DBMH Interest, or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, in each case in connection with the Transaction (ii) specifically and irrevocably disclaims that Colony Capital or CCOC Purchaser is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer Seller (for itself and on behalf of its SubsidiariesControlled Affiliates) and the Wafra Participation Entity (for itself and on behalf of its Controlled Affiliates) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer Seller, the Wafra Participation Entity, or any of its Subsidiaries their Controlled Affiliates or any other Person to make any disclosures of fact in connection with the Transaction that are not required to be disclosed by the representations and warranties contained in Article VI III or Article IV of this Agreement or any representations and warranties of the Buyer Seller in the Ancillary AgreementsTransfer Document; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are Purchaser is entering into this Agreement subject only to the representations and warranties contained in Article VI III or Article IV of this Agreement, Agreement and any representations and warranties of Seller and the Buyer Wafra Participation Entity in the Ancillary Agreements, and the other agreements expressly set forth in this AgreementTransfer Document; provided, that, for the avoidance of doubt, nothing in this Section 5.26 5.8 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreementfor Fraud.

No Other Representations or Warranties; Non-Reliance. The Purchaser acknowledges that it and its Representatives have received access to such books and records, facilities, vehicles, Contracts and other assets of the Business which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Business and to discuss the Business, the Transferred Entities, the Transferred Interests, the Purchased Assets and the Assumed Liabilities. Except for the representations and warranties expressly contained made by the Seller Parties set forth in Article IV or this Article V (qualified by the Disclosure Letter) and in the certificates required to be delivered by the Seller Parties under Section 8.02, the Purchaser hereby acknowledges that no member of this Agreement or the Ancillary AgreementsSeller Group, neither Colony Capitalany of their Affiliates, CCOC nor any other Person (whether or not acting on behalf of the Seller Group or their respective Affiliates), has made or makes any other express or implied representation or warranty of any kind whatsoever, whether express or implied, written or oral, with respect to the Transferred Entities, the Purchased Assets, the Transferred Interests or the Assumed Liabilities or the Business (including the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information relating to the Business), including any representation or warranty as to accuracy or completeness of, or lack of errors or omissions in, any information regarding any of the foregoing furnished or made available (in any medium) to the Purchaser, any of its Affiliates or any of its and their respective Representatives or any other Person, notwithstanding the delivery or disclosure to the Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or will have or be subject to any Liability or indemnification obligation to the Purchaser resulting from the delivery, dissemination or any other distribution to the Purchaser or any of its Representatives (in any form whatsoever and through any medium whatsoever), or the use by the Purchaser or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or future financial condition of the Business, the Transferred Entities or the future business, operations or affairs of the Business or the Transferred Entities or other material developed by or provided or made available to the Purchaser or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. The Purchaser, on behalf of itself, any Digital Colony Company or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of its Affiliates and its and their respective Affiliates) hereby: (i) specifically acknowledges and agrees thatRepresentatives, except for the representations and warranties contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements, none of the Buyer, Buyer’s Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of Buyer, any of its Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, (ii) specifically and irrevocably disclaims that Colony Capital or CCOC is relying upon or has relied upon expressly waives any such other representations or warranties that may have been made by any Person and claim relating to the foregoing matters. The Purchaser hereby acknowledges and agrees that Buyer (for itself and on behalf of its SubsidiariesAffiliates and its and their respective Representatives) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer or any of that it has conducted, to its Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI of this Agreement or any representations and warranties satisfaction, its own independent investigation of the Buyer Business and the Transferred Entities and their respective operations, assets and financial condition and, in making its determination to proceed with the Ancillary Agreements; Transactions, the Purchaser and (iv) specifically acknowledges its Affiliates and agrees that Colony Capital its and CCOC are entering into this Agreement subject only to their respective Representatives have relied on the representations results of their own independent investigation and warranties contained in Article VI of this Agreement, any representations and warranties the Purchaser is taking full responsibility for making its own evaluation of the Buyer in adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the Ancillary Agreementsreasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubt, nothing in this Section 5.26 shall waive or restrict Purchaser has not relied on such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreementinformation.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained made by the Company in this Article IV or this and in any certificate delivered by the Company pursuant to Article V of this Agreement or the Ancillary AgreementsVII, neither Colony Capital, CCOC the Company nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony with respect to the Company or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of their respective Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements, none of the Buyer, Buyer’s Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of Buyer, any of its Subsidiaries Affiliates or any of their respective businesses, operations, assets, liabilities, operations, prospects or condition conditions (financial or otherwise), including ) or prospects in connection with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, this Agreement or the effectiveness or Transactions, and the success of any operations, (ii) specifically and irrevocably Company expressly disclaims that Colony Capital or CCOC is relying upon or has relied upon any such other representations or warranties. The Company expressly disclaims reliance upon any representations, warranties or statements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article V and in any certificate delivered by Parent pursuant to Article VII. In particular, without limiting the foregoing, neither Parent or Merger Sub nor any other Person makes or has made, and the Company acknowledges that neither Parent or Merger Sub nor any other Person has made, any representation or warranty to the Company or any of the Company’s Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Affiliates or any of their respective businesses that may have been made by any Person and acknowledges and agrees that Buyer (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer available to the Company or any of its Subsidiaries Representatives (including in certain “data rooms,” “virtual rooms,” management presentations or in any other Person to make any disclosures of fact not required to be disclosed by form in expectation of, or in connection with, the Transactions) or (b) except for the representations and warranties contained made by Parent or Merger Sub in Article VI V and in any certificate delivered by Parent pursuant to Article VII, any oral or written information made available to the Company or any of the Company’s Affiliates or Representatives in the course of their evaluation of Parent or Merger Sub, the negotiation of this Agreement or any representations and warranties in the course of the Buyer in Transactions. Notwithstanding the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations and warranties of the Buyer in the Ancillary Agreements, and the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubtforegoing, nothing in this Section 5.26 4.25 shall waive limit the Company’s remedies in the event of common law fraud arising from the express representations and warranties made by Parent or restrict such Person’s right to assert a claim of actual fraud Merger Sub in accordance with the terms of this Agreement.Article V.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in this Article IV or this Article V any representations and warranties of this Agreement the Buyer or its Affiliates contained in the Ancillary Agreements, neither Colony Capital, CCOC Buyer nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund itself or any member of the Colony Capital GroupBuyer’s Affiliates. Colony Capital, CCOC Buyer and their its Affiliates have not relied on any express or implied representations or warranties regarding Buyer Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in III or the Ancillary Agreements. Each of Colony Capital and CCOC Buyer (for itself and on behalf of their respective its Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article VI of this Agreement and any representations and warranties of Buyer in III or the Ancillary Agreements, none of the BuyerColony Capital or CCOC, Buyer’s any of their respective Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of BuyerColony Capital, CCOC or any Digital Colony Company or Digital Colony Fund, any of its their respective Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, ; (ii) specifically and irrevocably disclaims that Colony Capital or CCOC Buyer is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer each of Colony Capital and CCOC (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund or any of its their respective Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI of this Agreement III or any representations and warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are Buyer is entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations III and warranties of the Buyer in the Ancillary Agreements, Agreements and the other agreements expressly set forth in this Agreement; provided, that, that for the avoidance of doubt, nothing in this Section 5.26 4.8 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained made by Versum in Article IV or this Article V of this Agreement or the Ancillary Agreementsand in any certificate delivered by Versum pursuant to Article VIII, neither Colony Capital, CCOC Versum nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company with respect to Versum or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of their respective Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements, none of the Buyer, Buyer’s Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of Buyer, any of its Subsidiaries Affiliates or any of their respective businesses, operations, assets, liabilities, operations, prospects or condition conditions (financial or otherwise), including ) or prospects in connection with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, this Agreement or the effectiveness or the success of any operationsTransactions, (ii) specifically and irrevocably Versum expressly disclaims that Colony Capital or CCOC is relying upon or has relied upon any such other representations or warranties. Versum expressly disclaims reliance upon any representations, warranties or statements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article VI and in any certificate delivered by Parent pursuant to Article VIII. In particular, without limiting the foregoing, neither Parent or Merger Sub nor any other Person makes or has made, and Versum acknowledges that neither Parent or Merger Sub nor any other Person has made, any representation or warranty to Versum or any of Versum’s Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Affiliates or any of their respective businesses that may have been made by any Person and acknowledges and agrees that Buyer (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer available to Versum or any of its Subsidiaries Representatives (including in certain “data rooms,” “virtual rooms,” management presentations or in any other Person to make any disclosures of fact not required to be disclosed by form in expectation of, or in connection with, the Transactions) or (b) except for the representations and warranties contained made by Parent or Merger Sub in Article VI and in any certificate delivered by Parent pursuant to Article VIII, any oral or written information made available to Versum or any of Versum’s Affiliates or Representatives in the course of their evaluation of Parent or Merger Sub, the negotiation of this Agreement or any representations and warranties in the course of the Buyer in Transactions. Notwithstanding the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations and warranties of the Buyer in the Ancillary Agreements, and the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubtforegoing, nothing in this Section 5.26 shall waive limit Versum’s remedies in the event of common law fraud arising from the express representations and warranties made by Parent or restrict such Person’s right to assert a claim of actual fraud Merger Sub in accordance with the terms of this AgreementArticle VI.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article III and Article IV or this Article V of this Agreement or the Ancillary AgreementsTransfer Document, neither Colony Capital, CCOC the Wafra Participation Entity nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund itself or any member of its Affiliates in connection with the Colony Capital GroupTransaction. Colony Capital, CCOC The Wafra Participation Entity and their its Controlled Affiliates have not relied on any express or implied representations or warranties regarding Buyer Purchaser in connection with the Transaction other than the representations and warranties of Buyer Purchaser contained in Article VI IV of this Agreement and any representations and warranties of Buyer in the Ancillary AgreementsAgreement. Each of Colony Capital and CCOC The Wafra Participation Entity (for itself and on behalf of their respective its Controlled Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article VI V of this Agreement and any representations and warranties of Buyer Purchaser in the Ancillary AgreementsTransfer Document, none of the BuyerPurchaser, Buyer’s any of its Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of BuyerPurchaser, any of its Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, in each case in connection with the Transaction; (ii) specifically and irrevocably disclaims that Colony Capital or CCOC the Wafra Participation Entity is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer Purchaser (for itself and on behalf of its SubsidiariesControlled Affiliates) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer Purchaser or any of its Subsidiaries Controlled Affiliates or any other Person to make any disclosures of fact in connection with the Transaction that are not required to be disclosed by the representations and warranties contained in Article VI of this Agreement or any representations and warranties of the Buyer in the Ancillary AgreementsV; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are the Wafra Participation Entity is entering into this Agreement subject only to the representations and warranties contained in Article VI V of this Agreement, any representations and warranties of the Buyer in the Ancillary Agreements, and the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubt, nothing in this Section 5.26 4.7 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreementfor Fraud.

No Other Representations or Warranties; Non-Reliance. The Purchaser acknowledges that it and its Representatives have received access to such books and records, facilities, vehicles, Contracts and other assets of the Business which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Business and to discuss the Business, the Transferred Entities, the Transferred Interests, the Purchased Assets and the Assumed Liabilities. Except for the representations and warranties expressly contained made by the Seller Parties set forth in Article IV or this Article V (qualified by the Disclosure Letter) and in the certificates required to be delivered by the Seller Parties under Section 8.02, the Purchaser hereby acknowledges that no member of this Agreement or the Ancillary AgreementsSeller Group, neither Colony Capitalany of their Affiliates, CCOC nor any other Person (whether or not acting on behalf of the Seller Group or their respective Affiliates), (a) has made or makes any other express or implied representation or warranty of any kind whatsoever, whether express or implied, written or oral, with respect to the Transferred Entities, the Purchased Assets, the Transferred Interests or the Assumed Liabilities or the Business (including the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information relating to the Business), including any representation or warranty as to accuracy or completeness of, or lack of errors or omissions in, any information regarding any of the foregoing furnished or made available (in any medium) to the Purchaser, any of its Affiliates or any of its and their respective Representatives or any other Person, notwithstanding the delivery or disclosure to the Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or (b) will have or be subject to any Liability or indemnification obligation to the Purchaser resulting from the delivery, dissemination or any other distribution to the Purchaser or any of its Representatives (in any form whatsoever and through any medium whatsoever), or the use by the Purchaser or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or future financial condition of the Business, the Transferred Entities or the future business, operations or affairs of the Business or the Transferred Entities or other material developed by or provided or made available to the Purchaser or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. The Purchaser, on behalf of itself, any Digital Colony Company or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of its Affiliates and its and their respective Affiliates) hereby: (i) specifically acknowledges and agrees thatRepresentatives, except for the representations and warranties contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements, none of the Buyer, Buyer’s Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of Buyer, any of its Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, (ii) specifically and irrevocably disclaims that Colony Capital or CCOC is relying upon or has relied upon expressly waives any such other representations or warranties that may have been made by any Person and claim relating to the foregoing matters. The Purchaser hereby acknowledges and agrees that Buyer (for itself and on behalf of its SubsidiariesAffiliates and its and their respective Representatives) hereby specifically disclaims any such other representation or warranty made by any Person; that (iiii) specifically and irrevocably disclaims any obligation or duty by Buyer or any of it has conducted, to its Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI of this Agreement or any representations and warranties satisfaction, its own independent investigation of the Buyer Business and the Transferred Entities and their respective operations, assets and financial condition and, in making its determination to proceed with the Ancillary Agreements; Transactions, the Purchaser and its Affiliates and its and their respective Representatives have relied on the results of their own independent investigation and (ivii) specifically acknowledges and agrees that Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations and warranties Purchaser is taking full responsibility for making its own evaluation of the Buyer in adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the Ancillary Agreementsreasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubt, nothing in this Section 5.26 shall waive or restrict Purchaser has not relied on such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreementinformation.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article IV or this Article V of this Agreement or the Ancillary Agreements, neither Colony Capital, CCOC nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of their respective Affiliates) hereby: (i) specifically The Stockholder acknowledges and agrees that, except for the representations and warranties contained in Article VI III of this Agreement and any representations and warranties of Buyer in the Ancillary AgreementsAgreement, none of the Buyer, Buyer’s Subsidiaries Public Company or any of its Affiliates or Representatives or any other Person makes (and the Stockholder is making and has not LA_LAN01:362972.20 made relying on) any representation or warranty, expressed express or implied, at law to the Stockholder in connection with the Transactions. In connection with the due diligence investigation of Public Company by the Stockholder and its Affiliates and Representatives, the Stockholder and its Affiliates and Representatives have received and may continue to receive after the date hereof from Public Company and its Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Public Company, its Subsidiaries, and their respective businesses and operations. The Stockholder hereby acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Stockholder is familiar, and no assurance can be given that such estimates, projections, forecasts and other forward-looking statements will be realized, and (ii) except for the specific representations and warranties of Public Company contained in this Agreement (including any that are subject to the Public Company Disclosure Schedule and the Public Company SEC Reports), the Stockholder acknowledges that Public Company has not made any representation, with respect to the accuracy or in equitycompleteness of any representation or warranty, in either express or implied, with respect of Buyer, to Public Company or any of its Subsidiaries Affiliates or their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information provided to the Stockholder, or any of its Affiliates or any of their respective businessesRepresentatives by Public Company, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, (ii) specifically and irrevocably disclaims that Colony Capital or CCOC is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer Affiliates or any of its Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI of this Agreement or any representations and warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article VI of this Agreement, any representations and warranties of the Buyer in the Ancillary Agreements, and the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubt, nothing in this Section 5.26 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreementtheir respective Representatives.

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article IV or this Article V of this Agreement III or the Ancillary Agreements, neither Colony Capital, CCOC nor any other Person makes any other express or implied representation or warranty on behalf of itself, any Digital Colony Company or Digital Colony Fund or any member of the Colony Capital Group. Colony Capital, CCOC and their controlled Affiliates have not relied on any express or implied representations or warranties regarding Buyer other than the representations and warranties of Buyer contained in Article VI IV of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements. Each of Colony Capital and CCOC (for itself and on behalf of their respective Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article VI IV of this Agreement and any representations and warranties of Buyer in the Ancillary Agreements, none of the Buyer, Buyer’s Subsidiaries or any other Person is making and has not LA_LAN01:362972.20 made any representation or warranty, expressed or implied, at law or in equity, in respect of Buyer, any of its Subsidiaries or any of their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, (ii) specifically and irrevocably disclaims that Colony Capital or CCOC is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that Buyer (for itself and on behalf of its Subsidiaries) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and irrevocably disclaims any obligation or duty by Buyer or any of its Subsidiaries or any other Person to make any disclosures of fact not required to be disclosed by the representations and warranties contained in Article VI IV of this Agreement or any representations and warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article VI IV of this Agreement, any representations and warranties of the Buyer in the Ancillary Agreements, and the other agreements expressly set forth in this Agreement; provided, that, for the avoidance of doubt, nothing in this Section 5.26 3.6 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this Agreement.