REPRESENTATIONS AND WARRANTIES OF HORIZON Sample Clauses
REPRESENTATIONS AND WARRANTIES OF HORIZON. On or prior to the date hereof, Horizon has delivered to WBKC a schedule (the “Horizon Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV or to one or more of its covenants contained in Article V or Article VI. However, for purposes of the Horizon Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to other sections of this Agreement under which such item may be relevant, but only to the extent that it is reasonably clear on the face of such schedule that such item applies to such other section of this Agreement, and such item is described in sufficient detail to enable WBKC to identify the items to which it applies.
REPRESENTATIONS AND WARRANTIES OF HORIZON. Horizon and Horizon Partnership represent and warrant to Prime and Prime Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF HORIZON. Horizon represents and warrants to AstraZeneca as follows:
REPRESENTATIONS AND WARRANTIES OF HORIZON. As of the signing of this Agreement, Horizon represents and warrants to AHP that it has properly determined that the net present value of the transactions contemplated by this Agreement is less than fifteen million dollars ($15,000,000) and no HSR filing is required in connection with the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF HORIZON. 15 2.1 ORGANIZATION, STANDING AND POWER OF HORIZON. . . . . . . . . . . . .15 2.2
REPRESENTATIONS AND WARRANTIES OF HORIZON. On or prior to the date hereof, Horizon has delivered to Heartland a schedule (the “Horizon Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV or to one or more of its covenants contained in Article VI.
REPRESENTATIONS AND WARRANTIES OF HORIZON. On or prior to the date hereof, Horizon has delivered to SCB a schedule (the “Horizon Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV or to one or more of its covenants contained in Article VI. For the purpose of this Agreement, and in relation to Horizon and its Subsidiaries (as such term is defined below), a “Material Adverse Effect on Horizon” means any effect that
(i) is material and adverse to the results of operations, properties, assets, liabilities, condition (financial or otherwise), value or business of Horizon and its Subsidiaries on a consolidated basis, or (ii) would materially impair the ability of Horizon or any of its Subsidiaries to perform its obligations under this Agreement or any related agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect on Horizon shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or savings associations or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks, savings associations, or their holding companies generally, (c) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Horizon and its Subsidiaries, (d) changes resulting from expenses (such as legal, accounting and investment bankers’ fees) incurred in connection with this Agreement or the transactions contemplated herein, and (e) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices; provided that in no event shall a change in the trading price of the shares of Horizon Common Stock, by itself, be considered to constitute a Material Adverse Effect on Horizon and its Subsidiaries taken as a whole (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying or caused by such decline has resulted in a Material Adverse Effect).
REPRESENTATIONS AND WARRANTIES OF HORIZON. On or prior to the date hereof, Horizon has delivered to SBI a schedule (the “Horizon Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV or to one or more of its covenants contained in Article V or Article VI.
REPRESENTATIONS AND WARRANTIES OF HORIZON. Horizon hereby represents and warrants as at the date hereof to GEM as follows and acknowledges that GEM is relying on such representations and warranties in connection of the sale of the Mineral Assets.
REPRESENTATIONS AND WARRANTIES OF HORIZON. Horizon hereby represents and warrants to DSND that: