REPRESENTATIONS AND WARRANTIES OF HORIZON. On or prior to the date hereof, Horizon has delivered to LPB 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 LPB 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. 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. Horizon represents and warrants to AstraZeneca as follows:
REPRESENTATIONS AND WARRANTIES OF HORIZON. On or prior to the date hereof, Horizon has delivered to Peoples 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. 15 2.1 ORGANIZATION, STANDING AND POWER OF HORIZON. . . . . . . . . . . . .15 2.2
REPRESENTATIONS AND WARRANTIES OF HORIZON. No representation or warranty of Horizon contained in this Section 3 shall be deemed untrue or incorrect, and Horizon shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Section 3 has, had or is reasonably expected to have, a Material Adverse Effect; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections , 3.2, 3.4, 3.9, 3.10(a), (b) and (c), 3.15, 3.16 and 3.18, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects. Except as set forth in the Disclosure Schedule delivered to Bancshares by Horizon (the “Horizon Disclosure Schedule”) simultaneously with the execution hereof, Horizon hereby represents and warrants to Bancshares, as of the date hereof and up to and including the Closing Date as follows (all representations and warranties by Horizon include its subsidiary, Horizon Bank, FSB [“Horizon Bank”]):
REPRESENTATIONS AND WARRANTIES OF HORIZON. (a) Horizon hereby represents and warrants as at the Closing Date (and unless otherwise specified, at the time of the making of each of the Payments), that:
(i) Each of the representations and warranties in this Section 5 are true and correct on the Closing Date or date of making Payment, as the case may be, except as otherwise provided herein;
(ii) As they relate to obligations of Horizon, Horizon has performed or is compliance with each of the covenants set forth in Section 4 on the Closing Date, CGS Management Date or date of making Payment, as the case may be.
(iii) As at the Closing Date, based upon the revenues received through the Closing Date and the work that has been commissioned by the Customers and assuming that the services to be performed under the Contracts are not reduced at the request of the relevant Customers and assuming further that any Contract that terminates according to its term prior to December 31, 2007 will be renewed on substantially similar terms, the Horizon Assets are currently projected to generate an aggregate amount equal to the Projected EBITDA during each of the Years ending December 31, 2006 and 2007;
(iv) As at the Closing Date, each Employee who will be transferred to CGS upon or after the Closing Date as set forth on SCHEDULE A-1 is in lawful non-immigrant or lawful permanent resident status in the United States of America and, to Horizon's knowledge, has neither committed any act nor allowed any omission which would change that status, nor has Horizon received any notice, order or other communication from the Immigration Service or the Department of Labor which would affect such status;
(v) As at the Closing Date, HSS Inc. has no Employees. As at the Closing Date, Horizon has staffed the contracts set forth on SCHEDULE A-3 hereto in a lawful manner in compliance with the immigration laws of Canada, and immediately after the Closing as a result of the consummation of the transactions set forth in this Asset Purchase Agreement, such contracts set forth on SCHEDULE A-3 hereto shall continue to be staffed in a lawful manner in compliance with the immigration laws of Canada while preserving the effectiveness and intent that CGS is purchasing such contracts pursuant to this Asset Purchase Agreement, including (1) all proceeds and revenues from such contracts and (2) the right of CGS to demand and enforce the transfer and assignment of such contracts.
(vi) The Board of Directors of each Horizon company has reviewed this A...
REPRESENTATIONS AND WARRANTIES OF HORIZON. As of the Restatement Execution Date, Horizon represents and warrants and, as of the DE Closing Date, Horizon will represent and warrant, to the Companies the representations of Purchaser contained in Article 3 of the Amended Focus Agreement to the extent applicable to it and the DE Transactions, except that for purposes hereof, references to “this Agreement” shall be deemed to be references to this Agreement and references to the “transactions contemplated by this Agreement” shall be deemed to be references to the DE Transactions.
REPRESENTATIONS AND WARRANTIES OF HORIZON. 17 Section 3.1 Organization................................................................ 17 Section 3.2 Authorization............................................................... 17 Section 3.3
