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 this Article VI or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary Agreements, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of itself or any of Buyer’s Affiliates. Buyer and its Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than the representations and warranties of contained in Article IV and Article V or the Ancillary Agreements. Buyer (for itself and on behalf of its Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article IV and Article V or the Ancillary Agreements, none of Colony Capital or CCOC, any of their respective Subsidiaries or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund, any of 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 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 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund or any of 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 IV and Article V or the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is entering into this Agreement subject only to the representations and warranties contained in Article IV and Article V and the Ancillary Agreements and the other agreements expressly set forth in this Agreement; provided, that for the avoidance of doubt, nothing in this Section 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 IV or this Article VI V of this Agreement or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary Agreements, neither Buyer Colony Capital, CCOC nor any other Person makes any other express or implied representation or warranty on behalf of itself itself, any Digital Colony Company or Digital Colony Fund or any member of Buyer’s Affiliatesthe Colony Capital Group. Buyer Colony Capital, CCOC and its their Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Buyer other than the representations and warranties of Buyer contained in Article IV VI of this Agreement and Article V or any representations and warranties of Buyer in the Ancillary Agreements. Buyer Each of Colony Capital and CCOC (for itself and on behalf of its their respective Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article IV VI of this Agreement and Article V or any representations and warranties of Buyer in the Ancillary Agreements, none of Colony Capital or CCOCthe Buyer, any of their respective 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 Colony Capital, CCOC or any Digital Colony Company or Digital Colony FundBuyer, any of their respective 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 Buyer 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 each of Colony Capital and CCOC 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Buyer or any of their 57 LA_LAN01:362972.20 respective 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 IV VI of this Agreement or any representations and Article V or warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article IV VI of this Agreement, any representations and Article V 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 6.8 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 this Article VI or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary Agreements, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of itself or any of Buyer’s Affiliates. Buyer and its Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Public Company or Digital Colony Fund other than the representations and warranties of contained in Article IV and Article V or the Ancillary Agreements. Buyer (for itself and on behalf of its Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article II or Article IV and Article V or the Ancillary Agreementsof this Agreement, none of Colony Capital the Stockholder, Private Company or CCOC, any of their respective Subsidiaries Affiliates or Representatives or any other Person makes (and Public Company is making and has not 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 Colony Capital, CCOC to Private Company or any Digital Colony Company of its Affiliates or Digital Colony Fundtheir 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 their respective Subsidiaries 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 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 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Affiliates or any of its or 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 IV and Article V or the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is entering into this Agreement subject only to the representations and warranties contained in Article IV and Article V and the Ancillary Agreements and the other agreements expressly set forth in this Agreement; provided, that for the avoidance of doubt, nothing in this Section 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.Representatives. ARTICLE IV

No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties expressly contained in Article III and Article IV of this Article VI Agreement or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary AgreementsTransfer Document, neither Buyer Seller nor any other Person makes any other express or implied representation or warranty on behalf of itself or any of Buyer’s Affiliatesits Affiliates in connection with the Transaction. Buyer Seller and its Controlled Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Purchaser in connection with the Transaction other than the representations and warranties of Purchaser contained in Article IV V of this Agreement and Article V or any representations and warranties of Purchaser in the Ancillary AgreementsTransfer Document. Buyer Seller (for itself and on behalf of its Controlled Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article IV V of this Agreement and Article V or any representations and warranties of Purchaser in the Ancillary AgreementsTransfer Document, none of Colony Capital or CCOCPurchaser, any of their respective its Subsidiaries or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony FundPurchaser, any of their respective 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 Buyer 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 each of Colony Capital and CCOC 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Purchaser or any of their 57 LA_LAN01:362972.20 respective Subsidiaries its 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 IV V of this Agreement and Article V or any representations and warranties of Purchaser in the Ancillary AgreementsTransfer Document; and (iv) specifically acknowledges and agrees that Buyer is Seller, Wafra B and Wafra S are entering into this Agreement subject only to the representations and warranties contained in Article IV V of this Agreement and Article V any representations and warranties of Purchaser in the Ancillary Agreements and the other agreements expressly set forth in this AgreementTransfer Document; provided, that that, for the avoidance of doubt, nothing in this Section 6.8 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 this Article VI IV or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary Agreements, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of itself or any of Buyer’s Affiliates. Buyer and its Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than the representations and warranties of contained in Article IV and Article V III or the Ancillary Agreements. Buyer (for itself and on behalf of its Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article IV and Article V III or the Ancillary Agreements, none of Colony Capital or CCOC, any of their respective Subsidiaries or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund, any of 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 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 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund or any of 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 IV and Article V III or the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is entering into this Agreement subject only to the representations and warranties contained in Article IV and Article V III and the Ancillary Agreements and the other agreements expressly set forth in this Agreement; provided, that for the avoidance of doubt, nothing in this Section 6.8 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 in Article III and Article IV of this Article VI Agreement or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary AgreementsTransfer Document, neither Buyer the Wafra Participation Entity nor any other Person makes any other express or implied representation or warranty on behalf of itself or any of Buyer’s Affiliatesits Affiliates in connection with the Transaction. Buyer The Wafra Participation Entity and its Controlled Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Purchaser in connection with the Transaction other than the representations and warranties of Purchaser contained in Article IV and Article V or the Ancillary Agreementsof this Agreement. Buyer The Wafra Participation Entity (for itself and on behalf of its Controlled Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties of Purchaser contained in Article IV V of this Agreement and Article V or any representations and warranties of Purchaser in the Ancillary AgreementsTransfer Document, none of Colony Capital or CCOCPurchaser, any of their respective its Subsidiaries or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony FundPurchaser, any of their respective 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 Buyer 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 each of Colony Capital and CCOC 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Purchaser or any of their 57 LA_LAN01:362972.20 respective Subsidiaries its 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 IV and Article V or the Ancillary AgreementsV; and (iv) specifically acknowledges and agrees that Buyer the Wafra Participation Entity is entering into this Agreement subject only to the representations and warranties contained in Article IV and Article V and the Ancillary Agreements and the other agreements expressly set forth in of this Agreement; provided, that that, for the avoidance of doubt, nothing in this Section 6.8 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. Except for the representations and warranties expressly contained in Article V of this Article VI Agreement or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary AgreementsTransfer Document, neither Buyer Purchaser nor any other Person makes any other express or implied representation or warranty on behalf of itself or any of Buyer’s Affiliatesits Affiliates in connection with the Transaction. Buyer Purchaser and its Controlled Affiliates have not relied on any express or implied representations or warranties regarding Colony CapitalSeller, CCOC Wafra B or any Digital Colony Company Wafra S or Digital Colony Fund the Purchased Interest of the DBMH Interest in connection with the Transaction other than the representations and warranties of Seller contained in Article IV III of this Agreement, any representations and warranties of Seller in the Transfer Document and the representations and warranties of the Wafra Participation Entity made in Article V or the Ancillary AgreementsIV. Buyer Purchaser (for itself and on behalf of its Controlled Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties of Seller contained in Article III of this Agreement and any representations and warranties of Seller in the Transfer Document, and the representations and warranties of the Wafra Participation Entity contained in Article IV and Article V or the Ancillary Agreementsof this Agreement, none of Colony Capital or CCOCSeller, the Wafra Participation Entity, any of their respective Subsidiaries or Affiliates or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony CapitalSeller, CCOC or any Digital Colony Company or Digital Colony Fundthe Wafra Participation Entity, any of their respective 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 Buyer 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 each of Colony Capital and CCOC 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 each of Colony CapitalSeller, CCOC or any Digital Colony Company or Digital Colony Fund the Wafra Participation Entity, or any of their 57 LA_LAN01:362972.20 respective 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 III or Article IV of this Agreement or any representations and Article V or warranties of Seller in the Ancillary AgreementsTransfer Document; and (iv) specifically acknowledges and agrees that Buyer Purchaser is entering into this Agreement subject only to the representations and warranties contained in Article III or Article IV of this Agreement and Article V any representations and warranties of Seller and the Ancillary Agreements and Wafra Participation Entity in the other agreements expressly set forth in this AgreementTransfer Document; provided, that that, for the avoidance of doubt, nothing in this Section 6.8 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. Except for the representations and warranties expressly contained in this Article VI III or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary Agreements, neither Buyer Colony Capital, CCOC nor any other Person makes any other express or implied representation or warranty on behalf of itself itself, any Digital Colony Company or Digital Colony Fund or any member of Buyer’s Affiliatesthe Colony Capital Group. Buyer Colony Capital, CCOC and its their controlled Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Buyer other than the representations and warranties of Buyer contained in Article IV of this Agreement and Article V or any representations and warranties of Buyer in the Ancillary Agreements. Buyer Each of Colony Capital and CCOC (for itself and on behalf of its their respective Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article IV of this Agreement and Article V or any representations and warranties of Buyer in the Ancillary Agreements, none of Colony Capital or CCOCthe Buyer, any of their respective Buyer’s Subsidiaries or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony FundBuyer, any of their respective 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 Buyer 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 each of Colony Capital and CCOC 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Buyer or any of their 57 LA_LAN01:362972.20 respective 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 IV of this Agreement or any representations and Article V or warranties of the Buyer in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is Colony Capital and CCOC are entering into this Agreement subject only to the representations and warranties contained in Article IV of this Agreement, any representations and Article V 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 6.8 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.

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 this Article VI or any representations IV (qualified by the Disclosure Letter) and warranties in the certificates required to be delivered by the Seller Parties under Section 8.02, the Purchaser hereby acknowledges that no member of the Buyer or its Affiliates contained in the Ancillary AgreementsSeller Group, neither Buyer any of their Affiliates, 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 or any and on behalf of Buyer’s Affiliates. Buyer its Affiliates and its Affiliates have not relied on and their respective Representatives, expressly waives any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than such claim relating to the representations and warranties of contained in Article IV and Article V or the Ancillary Agreementsforegoing matters. Buyer The Purchaser hereby acknowledges (for itself and on behalf of its AffiliatesAffiliates and its and their respective Representatives) hereby: (i) specifically acknowledges that it has conducted, to its satisfaction, its own independent investigation of the Business and agrees thatthe Transferred Entities and their respective operations, except for assets and financial condition and, in making its determination to proceed with the representations Transactions, the Purchaser and warranties contained in Article IV its Affiliates and Article V or its and their respective Representatives have relied on the Ancillary Agreements, none of Colony Capital or CCOC, any results of their respective Subsidiaries own independent investigation and the Purchaser is taking full responsibility for making its own evaluation of the 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 reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or any other Person is making business plans), and that the Purchaser has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund, any of 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 Buyer is relying upon or has relied upon any on such other representations or warranties that may have been made by any Person and acknowledges and agrees that 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund or any of 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 IV and Article V or the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is entering into this Agreement subject only to the representations and warranties contained in Article IV and Article V and the Ancillary Agreements and the other agreements expressly set forth in this Agreement; provided, that for the avoidance of doubt, nothing in this Section 6.8 shall waive or restrict 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 this Article VI or any representations and warranties of the Buyer or its Affiliates contained in the Ancillary Agreements, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of itself or any of Buyer’s Affiliates. Buyer and its Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than the representations and warranties of contained in Article IV and Article V or the Ancillary Agreements. Buyer (for itself and on behalf of its Affiliates) hereby: (i) specifically The Stockholder acknowledges and agrees that, except for the representations and warranties contained in Article IV and Article V or the Ancillary AgreementsIII of this Agreement, none of Colony Capital Public Company or CCOC, any of their respective Subsidiaries its Affiliates or Representatives or any other Person makes (and the Stockholder is making and has not 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 Colony Capital, CCOC to Public Company or any Digital Colony Company of its Affiliates or Digital Colony Fundtheir 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 their respective Subsidiaries 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 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 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund Affiliates or any of its or 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 IV and Article V or the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is entering into this Agreement subject only to the representations and warranties contained in Article IV and Article V and the Ancillary Agreements and the other agreements expressly set forth in this Agreement; provided, that for the avoidance of doubt, nothing in this Section 6.8 shall waive or restrict such Person’s right to assert a claim of actual fraud in accordance with the terms of this AgreementRepresentatives.

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 this Article VI or any representations IV (qualified by the Disclosure Letter) and warranties in the certificates required to be delivered by the Seller Parties under Section 8.02, the Purchaser hereby acknowledges that no member of the Buyer or its Affiliates contained in the Ancillary AgreementsSeller Group, neither Buyer any of their Affiliates, 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 or any and on behalf of Buyer’s Affiliates. Buyer its Affiliates and its Affiliates have not relied on and their respective Representatives, expressly waives any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than such claim relating to the representations and warranties of contained in Article IV and Article V or the Ancillary Agreementsforegoing matters. Buyer The Purchaser hereby acknowledges (for itself and on behalf of its AffiliatesAffiliates and its and their respective Representatives) hereby: that (i) specifically acknowledges it has conducted, to its satisfaction, its own independent investigation of the Business and agrees thatthe Transferred Entities and their respective operations, except for assets and financial condition and, in making its determination to proceed with the representations Transactions, the Purchaser and warranties contained in Article IV its Affiliates and Article V or its and their respective Representatives have relied on the Ancillary Agreements, none of Colony Capital or CCOC, any results of their respective Subsidiaries or any other Person is making own independent investigation and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund, any of 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 the Purchaser is taking full responsibility for making its own evaluation of the adequacy and irrevocably disclaims accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Buyer is relying upon or the Purchaser has not relied upon any on such other representations or warranties that may have been made by any Person and acknowledges and agrees that 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund or any of 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 IV and Article V or the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is entering into this Agreement subject only to the representations and warranties contained in Article IV and Article V and the Ancillary Agreements and the other agreements expressly set forth in this Agreement; provided, that for the avoidance of doubt, nothing in this Section 6.8 shall waive or restrict 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 Versum in this Article VI or V and in any representations and warranties of the Buyer or its Affiliates contained in the Ancillary Agreementscertificate delivered by Versum pursuant to Article VIII, neither Buyer Versum nor any other Person makes any other express or implied representation or warranty on behalf of itself with respect to Versum or any of Buyer’s Affiliates. Buyer and its Affiliates have not relied on any express or implied representations or warranties regarding Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund other than the representations and warranties of contained in Article IV and Article V or the Ancillary Agreements. Buyer (for itself and on behalf of its Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties contained in Article IV and Article V or the Ancillary Agreements, none of Colony Capital or CCOC, any of their respective Subsidiaries or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund, any of their respective Subsidiaries 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 operations; (ii) specifically Transactions, and irrevocably Versum expressly disclaims that Buyer 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 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 each of Colony Capital, CCOC or any Digital Colony Company or Digital Colony Fund available to Versum or any of their 57 LA_LAN01:362972.20 respective Subsidiaries its 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 IV VI and in any certificate delivered by Parent pursuant to Article V VIII, any oral or written information made available to Versum or any of Versum’s Affiliates or Representatives in the Ancillary Agreements; and (iv) specifically acknowledges and agrees that Buyer is entering into course of their evaluation of Parent or Merger Sub, the negotiation of this Agreement subject only to or in the representations and warranties contained in Article IV and Article V and course of the Ancillary Agreements and Transactions. Notwithstanding the other agreements expressly set forth in this Agreement; provided, that for the avoidance of doubtforegoing, nothing in this Section 6.8 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.