REPRESENTATIONS AND WARRANTIES OF FAS AND THE SHAREHOLDERS. As of the date hereof and as of the Closing Date, FAS and each of the Shareholders represents and warrants to Purchaser, subject to the exceptions specifically disclosed in writing in the disclosure letter and referencing a specific representation (unless it would be clearly apparent to a reasonable person that the disclosure would be relevant to another representation) supplied by FAS and the Shareholders to Purchaser dated as of the date hereof and certified by a duly authorized officer of FAS and each of the Shareholders (the "FAS Schedules"), as follows:
