REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. As a material inducement to Buyer to enter into this Agreement, to purchase the Purchased Assets and to assume the Assumed Liabilities, Seller and Owners, jointly and severally, hereby represent and warrant (a) as of the date hereof and (b) as of the Closing Date, that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. As an inducement to, and to obtain the reliance of the Buyer and the Designated Subsidiary, the Seller and the Owners, jointly and severally, represent and warrant as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. Each of Seller and the Owners, jointly and severally, hereby represent and warrant to Purchaser, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. Seller and Owners hereby represent, warrant and agree with Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. Seller hereby represents and warrants to Buyer that as of the date of this Agreement and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. In order to induce each of the Acquirors to enter into this Agreement and to purchase the Purchased Assets, each of the Seller and Owners hereby jointly and severally represents and warrants to each of the Acquirors all of the matters set forth in this ARTICLE III; any exceptions to such representations and warranties shall be set forth in a disclosure schedule specifying in each case to which section of ARTICLE III such exceptions apply (the “Disclosure Schedules”).
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. In order to induce Buyer and CBIZ to enter into this Agreement, Seller and Owners hereby, jointly and severally, represent and warrant to Buyer and CBIZ that the following statements contained in this Article 4 are true, correct, and complete as of the Effective Date and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. As a material inducement to Buyer to enter into this Agreement, to purchase the Purchased Assets and assume the Assumed Liabilities, Seller and Owners, jointly and severally, hereby make the following representations and warranties, subject to such qualifications, if any, as are set forth, described or referred to in Seller's Schedule of Exceptions attached hereto. Seller's Schedule of Exceptions is numbered to correspond to the sections of Article V of this Agreement. Notwithstanding any cross-references between any section of this Agreement and any part of Seller's Schedule of Exceptions, and vice versa, ---------- any matter which is disclosed in any particular schedule or section of the Seller's Schedule of Exceptions shall be deemed to be disclosed in all schedules and sections thereof, and to qualify all of the representations and warranties of Seller and the Owners contained in this Agreement; provided, however, that in -------- ------- cases where disclosures are not explicitly cross-referenced, (a) the cross- applicability of the contents of any given schedule to another schedule must be reasonably apparent from the disclosure set forth in the first schedule and (b) the schedule must, when cross-applied, reasonably apprise the reader of the nature of the item disclosed.
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. Seller and each --------------------------------------------------- of the Owners hereby represent and warrant, jointly and severally, for a period of three (3) years (except with respect to subparagraphs 6.1, 6.5, 6.6, 6.7, 6.8, 6.11, and 6.13, in which case Seller and each of the Owners, jointly and severally, represent and warrant indefinitely) to Buyer that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERS. To induce the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller and Owners hereby, jointly and severally, represent and warrant to the Purchaser as follows:
(a) DUE AUTHORIZATION; BINDING EFFECT; NO CONFLICTS.
(i) Seller is a general partnership validly existing under the laws of the State of Colorado and has the requisite power to carry on its business and to consummate the transactions contemplated hereby; (ii) all actions necessary for the authorization, execution, delivery and performance by Seller of this Agreement, and the transactions contemplated hereby, have been taken; (iii) this Agreement is a legal, valid and binding obligation of Seller, enforceable in accordance with its terms; and (iv) neither the execution and delivery of this Agreement, nor the consummation by the Seller of the transactions contemplated hereby, or the fulfillment by the Seller of the terms hereof, will
(A) conflict with or result in a breach of any provision of the Seller's partnership agreement or any agreement or understanding to which Seller is a party, (B) require the consent of any third party other than NRTC, Hughxx xxx the parties identified on SCHEDULE 3.1(A), which consents shall be obtained prior to Closing, or (C) violate or conflict with any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to the Seller.
