Bring-Down of Contributor Warranties, Representations and Covenants. All warranties and representations made by the Contributors herein and in any other document or certificate delivered by either Contributor pursuant hereto to the Company shall be correct and complete in all material respects on and as of the Closing Date (except for the representations and warranties made by GES in Section 4.17 and RAC in Section 5.7, which shall be correct and complete in all respects), and all representations and warranties made by the Contributors herein and in any other document or certificate delivered by either Contributor pursuant hereto to the Company that are qualified by materiality or GES Material Adverse Effect or RAC Material Adverse Effect shall be correct and complete in all respects, in each case, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and the Contributors shall have performed and complied with in all material respects all agreements and covenants on its part required to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date.
