Representations and Warranties of the Stockholders and GS LP. The Stockholders and GS LP hereby jointly represent and warrant to MGI, the Parent and Merger Sub on the date hereof that the representations and warranties contained in this Section 2.1 are true and correct as of the date hereof, except to the extent that any such representation and warranty is expressly stated herein to be as of a date other than the date hereof, in which case such representation and warranty is true and correct as of such date, and in each case except as set forth in the section of the disclosure letter delivered by the Stockholders and GS LP to MGI on or before the date of this Agreement (the "CERA Disclosure Letter") that corresponds to the subsection of this Agreement in respect of which such exception is being made.
