REPRESENTATIONS AND WARRANTIES In order to induce the Lenders to enter into this Agreement and to make the Loans and to induce the Issuing Lender to issue, and the Par- ticipating Lenders to participate in, the Letters of Credit, Borrower hereby represents and warrants to each Lender and the Administrative Agent as of the Closing Date and as of the date of the making of any extension of credit hereunder: 5.1.
REPRESENTATIONS AND WARRANTIES In order to induce the Lenders to enter into this Agreement and to extend the Loans hereunder, each Obligor represents and warrants to the Administrative Agent and the Lenders, on the Closing Date, on the Tranche B Loan Borrowing Date, on the Tranche C Loan Borrowing Date and on the Tranche CD Loan Borrowing Date, as applicable, that the following statements are true and correct: Section 7.01.
REPRESENTATIONS AND WARRANTIES In order to induce the Lenders to make Loans hereunder, the Borrower, the Guarantor and each Subsidiary Guarantor, as and to the extent applicable to each Subsidiary Guarantor only, jointly and severally represent and warrant as follows: Section 3.01.
REPRESENTATIONS AND WARRANTIES In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement by which the Executive may be bound. 7. NONDISCLOSURE; RETURN OF MATERIALS; NONSOLICITATION 7.1 NONDISCLOSURE Except as required by his employment with the Company, the Executive will not, at any time during the term of employment with the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company. The Executive understands that the Company will be relying on this covenant in continuing the Executive's employment, paying him compensation, granting him any promotions or raises, or entrusting him with any information that helps the Company compete with others. 7.2 RETURN OF MATERIALS All documents, records, notebooks, notes, memoranda, drawings, computer files or other documents made or compiled by the Executive at any time while employed by the Company, or in his possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company. 7.3 NONSOLICITATION During the period that Executive is receiving the payments described in Section 5.1(c) he or she will not actively solicit any employees of the Company or its Affiliates to accept employment from any other person or entity. "Affiliate" is defined as any entity controlling, controlled by or under common control with the Company within the meaning of Rule 405 of the Securities and Exchange Commission under the Securities Act of 1933. 8. <PAGE> 8. FORM OF NOTICE Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof: If to the Executive: 00 Xxxxxx Xxxx Xxxxxxxx, NJ 08558 If to the Company: MannKind Corporation Attn: President 00000 Xxxxx Xxxxxx X...
REPRESENTATIONS AND WARRANTIES In order to induce Lender to enter into this Agreement and make the Loan, the Borrower makes the following representations and warranties to Lender, each and all of which shall be true and correct as of the date of execution and delivery of this Agreement and shall survive its execution and delivery: 3.1
REPRESENTATIONS AND WARRANTIES In order to induce the Lenders and the Administrative Agent to enter into this Agreement, the Term Facility Borrower and the Company represent and warrant to each Lender and the Administrative Agent, that the following statements are true, correct and complete: SECTION 3.01
REPRESENTATIONS AND WARRANTIES In order to induce the Lenders to enter into this Agreement and to make each Loan to be made thereby, each Loan Party represents and warrants to each Lender that, each of the following statements is true and correct: Organization and Qualification. Each of the Loan Parties is (a) dulySection 4.01. organized or formed, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization as identified on Schedule 4.01 and (b) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except, in the case of this clause (b), in jurisdictions where the failure to be so qualified or in good standing has not had, and would not be reasonably expected to have, a Material Adverse Effect. Due Authorization. The execution, delivery and performance of theSection 4.02. Loan Documents have been duly authorized by all necessary action on the part of each Loan Party that is a party thereto, and on the part of the respective shareholders, members or other equity security holders of each Loan Party, and each Loan Party has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. Equity Interests and Ownership; Status.Section 4.03. Schedule 4.03 correctly sets forth as of the Effective Date the ownership interest(a) of Holdings and the Restricted Subsidiaries in their respective Subsidiaries. Except as set forth on Schedule 4.03, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Loan Party (other than Holdings) is a party requiring, and there is no membership interest or other Equity Interests of any Loan Party (other than Holdings) outstanding which upon conversion, exchange or exercise would require, the issuance by any Loan Party of any additional membership interests or other Equity Interests of any Loan Party (other than Holdings) or other Securities convertible into or exchangeable or exercisable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of any Loan Party (other than Holdings), and no securities or obligations evidencing any such rights are authorized, issued or outstanding. All the legal requirements of the...
REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Agreement, Company represents and warrants to each Lender that the following statements are true, correct and complete:
REPRESENTATIONS AND WARRANTIES In order to induce the Lenders to enter into this Amendment, the Borrower and the Parent hereby represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES In order to induce the Lender to enter into this Agreement and to make the Loan available, each Cogen Entity hereby represents and warrants to the Lender (which representations and warranties shall survive the execution and delivery of this Agreement and the Note and the drawdown of the Loan hereunder) that, as of the Funding Date: (a)
