Common use of Authority; Approval and Fairness Clause in Contracts

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) LaSalle Holdings Trenwick 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 shareholdersstockholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. LaSalle Holdings Trenwick 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 HoldingsTrenwick, the performance by LaSalle Holdings Trenwick of its obligations hereunder and the consummation by LaSalle Holdings Trenwick of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of LaSalle HoldingsTrenwick, subject only to compliance with the provisions of Section 99 Sections 264 and 271 of the Companies ActGCL. No other corporate proceedings on the part of LaSalle Holdings Trenwick are necessary for the execution and delivery of this Agreement by LaSalle Holdings Trenwick and, subject to compliance with the provisions of Section 99 Sections 264 and 271 of the Companies ActGCL, the performance by LaSalle Holdings Trenwick of its obligations hereunder and the consummation by LaSalle Holdings Trenwick of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have been duly executed and delivered by LaSalle Holdings and, Trenwick and (assuming the due authorization, execution and delivery hereof of this Agreement and thereof the Stock Option Agreements by TrenwickLaSalle Holdings, New Holdings and AcquisitionLaSalle Re), and subject to the provisions of Section 99 264 and 271 of the Companies Act constitutes the GCL, constitute legal, valid and binding obligations of LaSalle HoldingsTrenwick, enforceable against LaSalle Holdings Trenwick 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) LaSalle Holdings Trenwick 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 shareholdersstockholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. LaSalle Holdings Trenwick 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 HoldingsTrenwick, the performance by LaSalle Holdings Trenwick of its obligations hereunder and the consummation by LaSalle Holdings Trenwick of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of LaSalle HoldingsTrenwick, subject only to compliance with the provisions of Section 99 Sections 271 and 275 of the Companies ActGCL. No other corporate proceedings on the part of LaSalle Holdings Trenwick are necessary for the execution and delivery of this Agreement by LaSalle Holdings Trenwick and, subject to compliance with the provisions of Section 99 Sections 271 and 275 of the Companies ActGCL, the performance by LaSalle Holdings Trenwick of its obligations hereunder and the consummation by LaSalle Holdings Trenwick of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have been duly executed and delivered by LaSalle Holdings and, Trenwick and (assuming the due authorization, execution and delivery hereof of this Agreement and thereof the Stock Option Agreements by TrenwickLaSalle Holdings, New Holdings and AcquisitionLaSalle Re), and subject to the provisions of Section 99 Sections 271 and 275 of the Companies Act constitutes the GCL, constitute legal, valid and binding obligations of LaSalle HoldingsTrenwick, enforceable against LaSalle Holdings Trenwick 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.