Authority; Approval and Fairness. (a) LaSalle Holdings has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the due approval and adoption of this Agreement by its shareholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. LaSalle Holdings has all requisite corporate power and authority to enter into the Stock Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement by LaSalle Holdings, the performance by LaSalle Holdings of its obligations hereunder and the consummation by LaSalle Holdings of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of LaSalle Holdings, subject only to compliance with the provisions of Section 99 of the Companies Act. No other corporate proceedings on the part of LaSalle Holdings are necessary for the execution and delivery of this Agreement by LaSalle Holdings and, subject to compliance with the provisions of Section 99 of the Companies Act, the performance by LaSalle Holdings of its obligations hereunder and the consummation by LaSalle Holdings of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have been duly executed and delivered by LaSalle Holdings and, assuming the due authorization, execution and delivery hereof and thereof by Trenwick, New Holdings and Acquisition, and subject to the provisions of Section 99 of the Companies Act constitutes the legal, valid and binding obligations of LaSalle Holdings, enforceable against LaSalle Holdings in accordance its terms, subject with respect to enforceability to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws now or hereafter affecting the enforcement of creditors' rights generally and to the availability of equitable remedies.
Authority; Approval and Fairness. (a) The Partnership Parties have all requisite power and authority and have taken all action necessary in order to execute, deliver and perform their respective obligations under this Agreement and to consummate the Transactions, subject only to approval of this Agreement by the affirmative vote of the holders of 66 2⁄3% of the Outstanding Units entitled to vote on such matter at the Partnership Unitholders Meeting or any adjournment or postponement thereof (the “Requisite Partnership Vote”). This Agreement has been duly executed and delivered by each of the Partnership Parties and constitutes a valid and binding agreement of each of the Partnership Parties, enforceable against each of the Partnership Parties in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
Authority; Approval and Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the Company Stockholder Written Consent, the execution and delivery of this Agreement, the Ancillary Documents to which the Company is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate (or other similar) action on the part of the Company. This Agreement and each Ancillary Document to which the Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Company and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Company (assuming that this Agreement and the Ancillary Documents to which the Company is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).
Authority; Approval and Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate (or other similar) action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company (assuming that this Agreement is duly authorized, executed and delivered by the other Persons party hereto), enforceable against the Company in accordance with its terms (subject to the Bankruptcy and Equity Exception).
Authority; Approval and Fairness. (a) The Company has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions, subject only to (i) approval of this Agreement and the Company Agreement Amendment and (ii) waiver of Section 9.01(a)(v) of the Company Agreement by the affirmative vote of the holders of a majority of the Outstanding Listed Shares entitled to vote (which shall not include Excluded Shares) on such matter at a meeting of holders of Listed Shares of the Company duly called and held for such purpose (clauses (i) and (ii), together, the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
Authority; Approval and Fairness. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the due approval and adoption of the Company Scheme by its shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to compliance with the provisions of Section 85 of the Companies Law. No other corporate proceedings on the part of the Company are necessary for the execution, delivery and performance of this Agreement by the Company and, subject to the approval and adoption of the Company Scheme by its shareholders as provided above, compliance with the provisions of Section 85 of the Companies Law, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company (assuming the due authorization, execution and delivery hereof and thereof by Parent and New Parent), and subject to the provisions of Section 85 of the Companies Law constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance its terms, subject with respect to enforceability to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or similar laws now or hereafter affecting the enforcement of creditors' rights generally and to the availability of equitable remedies.
Authority; Approval and Fairness. (a) Parent has all requisite corporate power and authority to enter into this Agreement and, subject to the due approval and adoption of the Parent Scheme by its shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder, and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, subject only to compliance with the provisions of Section 85 of the Companies Law. No other corporate proceedings on the part of Parent are necessary for the execution, delivery and performance of this Agreement by Parent and, subject to the approval and adoption of the Parent Scheme by its shareholders as provided above, compliance with the provisions of Section 85 of the Companies Law, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and (assuming the due authorization, execution and delivery hereof and thereof by the Company and New Parent) and subject to the provisions of Section 85 of the Companies Law constitutes the legal, valid and binding obligations of Parent, enforceable against Parent in accordance its terms, subject with respect to enforceability to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or similar laws now or hereafter affecting the enforcement of creditors' rights generally and to the availability of equitable remedies.
Authority; Approval and Fairness. (a) The Partnership Parties have all requisite power and authority and have taken all action necessary in order to execute, deliver and perform their respective obligations under this Agreement and to consummate the Transactions subject to the adoption of this Agreement by the affirmative vote or consent of the holders of at least a Unit Majority (the “Requisite Partnership Vote”). The Requisite Partnership Vote is the only vote or approval of Limited Partners necessary to approve and adopt this Agreement and approve and consummate the Transactions. This Agreement has been duly executed and delivered by each of the Partnership Parties and constitutes a valid and binding agreement of each of the Partnership Parties, enforceable against each of the Partnership Parties in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
Authority; Approval and Fairness. (i) Each of the Sellers hereby represents and warrants as to itself and each of its Subsidiaries that is a Party hereto that:
Authority; Approval and Fairness. (i) It has all requisite corporate, partnership or limited liability company power and authority and has taken all corporate, partnership or limited liability company action necessary in order to execute, deliver and perform its obligations under each of the Transaction Documents to which it is or will be a party and to consummate the transactions contemplated thereby; and
