Representations and Warranties of Management Company. Management Company hereby represents and warrants to Collateral Agent that as of the date hereof: (a) Management Company is a limited liability company duly formed and validly existing under the laws of Delaware; (b) Management Company has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Management Company will not violate or conflict with the organizational documents of Management Company, any material agreement binding upon Management Company or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Management Company, enforceable against Management Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.
Representations and Warranties of Management Company. Except as set forth on the Management Company Disclosure Statement, Management Company hereby represents and warrants to Shurgard REIT that as of the date hereof:
Representations and Warranties of Management Company. The Management Company represents and warrants that its principals, employees, or subcontractors have the experience and qualifications to perform its duties under the Agreement, including, but not limited to, management of the day-to-day operations of RISCORP after the consummation of the transactions with Zenith, managing the preparation, negotiation and defense of the final business balance sheet to be provided to Zenith within 70 days of the closing thereof, providing assistance in the overall planning and coordination of the business of RISCORP, providing summary data relating to RISCORP's operations, and the skill and experience to assist RISCORP in the collection and marshaling of RISCORP's assets, resolving the outstanding liabilities of RISCORP and the orderly liquidation of RISCORP. The Management Company further represents and warrants that throughout the term of this Agreement Mr. Dawson shall control the activities and operations of the Management Company and shall personally devxxx x xxxxxcient portion of his business time, efforts, skills, attention and energies to enable the Management Company to perform the Services hereunder. The Management Company agrees that neither it nor any of its senior management personnel shall become engaged or involved in any activities or matters which may adversely affect or reflect discredit on RISCORP or its respective businesses, or conflict with the Services to be provided hereunder to RISCORP. Nothing contained herein shall be construed to limit or restrict the passive investment or other business activities of any of the senior management personnel of the Management Company that do not interfere with the discharge of the Services hereunder in any material respect.
