Common use of Authority; Approval and Fairness Clause in Contracts

Authority; Approval and Fairness. (a) 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 stockholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. 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 Trenwick, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Trenwick, subject only to compliance with the provisions of Sections 271 and 275 of the GCL. No other corporate proceedings on the part of Trenwick are necessary for the execution and delivery of this Agreement by Trenwick and, subject to compliance with the provisions of Sections 271 and 275 of the GCL, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have been duly executed and delivered by Trenwick and (assuming the due authorization, execution and delivery of this Agreement and the Stock Option Agreements by LaSalle Holdings, LaSalle Re), subject to the provisions of Sections 271 and 275 of the GCL, constitute legal, valid and binding obligations of Trenwick, enforceable against 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. (b) The Board of Directors of Trenwick (the "Trenwick Board") (i) has unanimously (by all directors present at a meeting duly called and held) declared that it considers this Agreement, the Plan of Reorganization and the other transactions contemplated hereby to be advisable and in the best interests of Trenwick and its stockholders, and (ii) has authorized and approved in all respects this Agreement, the Plans and the other transactions contemplated hereby.

Authority; Approval and Fairness. (a) Trenwick 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 stockholdersshareholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. Trenwick 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 TrenwickLaSalle Holdings, the performance by Trenwick LaSalle Holdings of its obligations hereunder and the consummation by Trenwick LaSalle Holdings of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TrenwickLaSalle Holdings, subject only to compliance with the provisions of Sections 271 and 275 Section 99 of the GCLCompanies Act. No other corporate proceedings on the part of Trenwick LaSalle Holdings are necessary for the execution and delivery of this Agreement by Trenwick LaSalle Holdings and, subject to compliance with the provisions of Sections 271 and 275 Section 99 of the GCLCompanies Act, the performance by Trenwick LaSalle Holdings of its obligations hereunder and the consummation by Trenwick LaSalle Holdings of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have been duly executed and delivered by Trenwick and (LaSalle Holdings and, assuming the due authorization, execution and delivery of this Agreement hereof and the Stock Option Agreements thereof by LaSalle HoldingsTrenwick, LaSalle Re)New Holdings and Acquisition, and subject to the provisions of Sections 271 and 275 Section 99 of the GCL, constitute Companies Act constitutes the legal, valid and binding obligations of TrenwickLaSalle Holdings, enforceable against Trenwick 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. (b) The Board of Directors of Trenwick LaSalle Holdings (the "Trenwick LaSalle Board") (i) has unanimously (by all directors present at a meeting duly called and held) declared that it considers this Agreement, the Plan Scheme of Reorganization Arrangement and the other transactions contemplated hereby to be advisable and in the best interests of Trenwick LaSalle Holdings and its stockholders, shareholders and (ii) has authorized and approved in all respects this Agreement, the Plans and the other transactions contemplated hereby.

Authority; Approval and Fairness. (a) Trenwick 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 stockholdersshareholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. Trenwick 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 TrenwickLaSalle Holdings, the performance by Trenwick LaSalle Holdings of its obligations hereunder and the consummation by Trenwick LaSalle Holdings of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TrenwickLaSalle Holdings, subject only to compliance with the provisions of Sections 271 and 275 Section 99 of the GCLCompanies Act. No other corporate proceedings on the part of Trenwick LaSalle Holdings are necessary for the execution and delivery of this Agreement by Trenwick LaSalle Holdings and, subject to compliance with the provisions of Sections 271 and 275 Section 99 of the GCLCompanies Act, the performance by Trenwick LaSalle Holdings of its obligations hereunder and the consummation by Trenwick LaSalle Holdings of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have been duly executed and delivered by Trenwick and (LaSalle Holdings and, assuming the due authorization, execution and delivery of this Agreement hereof and the Stock Option Agreements thereof by LaSalle HoldingsTrenwick, LaSalle Re)New Holdings and Acquisition, and subject to the provisions of Sections 271 and 275 Section 99 of the GCL, constitute Companies Act constitutes the legal, valid and binding obligations of TrenwickLaSalle Holdings, enforceable against Trenwick 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. (b) The Board of Directors of Trenwick LaSalle Holdings (the "Trenwick LaSalle Board") (i) has unanimously (by all directors present at a meeting duly called and held) declared that it considers this Agreement, the Plan Schemes of Reorganization Arrangement and the other transactions contemplated hereby to be advisable and in the best interests of Trenwick LaSalle Holdings and its stockholders, shareholders and (ii) has authorized and approved in all respects this Agreement, the Plans and the other transactions contemplated hereby.

Authority; Approval and Fairness. (a) 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 stockholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. 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 Trenwick, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Trenwick, subject only to compliance with the provisions of Sections 264 and 271 and 275 of the GCL. No other corporate proceedings on the part of Trenwick are necessary for the execution and delivery of this Agreement by Trenwick and, subject to compliance with the provisions of Sections 264 and 271 and 275 of the GCL, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have been duly executed and delivered by Trenwick and (assuming the due authorization, execution and delivery of this Agreement and the Stock Option Agreements by LaSalle Holdings, LaSalle Re), subject to the provisions of Sections Section 264 and 271 and 275 of the GCL, constitute legal, valid and binding obligations of Trenwick, enforceable against 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. (b) The Board of Directors of Trenwick (the "Trenwick Board") (i) has unanimously (by all directors present at a meeting duly called and held) declared that it considers this Agreement, the Plan of Reorganization Merger and the other transactions contemplated hereby to be advisable and in the best interests of Trenwick and its stockholders, and (ii) has authorized and approved in all respects this Agreement, the Plans and the other transactions contemplated hereby.

Authority; Approval and Fairness. (a) Trenwick The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to the due approval and adoption of this Agreement by its stockholdersshareholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. 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 Trenwickthe Company, the performance by Trenwick the Company of its obligations hereunder hereunder, and the consummation by Trenwick the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Trenwickthe Company, subject only to compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law. No other corporate proceedings on the part of Trenwick the Company are necessary for the execution execution, delivery and delivery performance of this Agreement by Trenwick the Company and, subject to the approval and adoption of this Agreement by its shareholders as provided above, compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law, the performance by Trenwick the Company of its obligations hereunder and the consummation by Trenwick the Company of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have has been duly executed and delivered by Trenwick and the Company (assuming the due authorization, execution and delivery of this Agreement hereof and the Stock Option Agreements thereof by LaSalle Holdings, LaSalle ReParent and New Parent), and subject to the provisions of Sections 271 and 275 Section 85 of the GCL, constitute Companies Law constitutes the legal, valid and binding obligations of Trenwickthe Company, enforceable against Trenwick the Company in accordance its terms, subject with respect to enforceability to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, or similar laws now or hereafter affecting the enforcement of creditors' rights generally and to the availability of equitable remedies. (b) The Board of Directors of Trenwick (the "Trenwick Board") (i) has unanimously (by all Company, with the exception of directors present affiliated with Parent, at a meeting duly called and heldheld (i) has unanimously declared that it considers they consider this Agreement, the Plan of Reorganization Company Scheme and the other transactions contemplated hereby to be are advisable and in the best interests of Trenwick the Company and its stockholders, shareholders and (ii) has authorized and approved in all respects this Agreement, the Plans Schemes and the other transactions contemplated hereby, and (iii) has received the opinion of its financial advisors, X.X. Xxxxxx Securities Inc., to the effect that the consideration to be received by the holders of the Shares in the Company Scheme is fair from a financial point of view to such holders.

Authority; Approval and Fairness. (a) Trenwick has The Partnership Parties have all requisite corporate power and authority and have taken all action necessary in order to execute execute, deliver and deliver perform their respective obligations under this Agreement and, and to consummate the Transactions subject to the due approval and adoption of this Agreement by its stockholders, 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 perform its obligations hereunder approve and adopt this Agreement and approve and consummate the transactions contemplated hereby. 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 Trenwick, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Trenwick, subject only to compliance with the provisions of Sections 271 and 275 of the GCL. No other corporate proceedings on the part of Trenwick are necessary for the execution and delivery of this Agreement by Trenwick and, subject to compliance with the provisions of Sections 271 and 275 of the GCL, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated herebyTransactions. This Agreement and the Stock Option Agreements have has been duly executed and delivered by Trenwick 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 (assuming the due authorization“Bankruptcy and Equity Exception”). (b) As of the date of this Agreement, execution the Conflicts Committee has, acting in good faith, unanimously (i) determined that this Agreement and the Transactions are fair and reasonable to, and in the best interests of, the Partnership and the Public Unitholders, (ii) approved this Agreement and the Transactions, on the terms and subject to the conditions set forth in this Agreement, which such approval constitutes “Special Approval” for all purposes under the Partnership Agreement, including, but not limited to, Section 7.9 thereof, (iii) recommended that the Partnership Board approve this Agreement and the Transactions, (iv) recommended that the Partnership Board approve the execution, delivery and performance of this Agreement and the Stock Option Agreements by LaSalle Holdingsconsummation of the Transactions, LaSalle Re), subject including the Merger and (v) recommended that the Partnership Board direct that this Agreement be submitted to a vote of the Limited Partners for their approval at a special meeting in accordance with the requirements of Article XIII and Section 14.3(a) of the Partnership Agreement and recommended to the provisions of Sections 271 and 275 of Partnership Board that the GCL, constitute legal, valid and binding obligations of Trenwick, enforceable against Trenwick in accordance its terms, subject with respect to enforceability Partnership Board recommend to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws now or hereafter affecting Limited Partners that the enforcement of creditors' rights generally Limited Partners approve this Agreement and to the availability of equitable remediesMerger. (bc) The Board As of Directors the date of Trenwick (the "Trenwick Board") (i) has unanimously (by all directors present at a meeting duly called and held) declared that it considers this Agreement, the Plan Partnership Board, upon the recommendation of Reorganization the Conflicts Committee, has, acting in good faith, unanimously (i) determined that this Agreement and the other transactions contemplated hereby to be advisable Transactions are fair and reasonable to, and in the best interests of Trenwick of, the Partnership and its stockholdersthe Public Unitholders, and (ii) has authorized approved this Agreement and the Transactions, on the terms and subject to the conditions set forth in this Agreement, (iii) approved in all respects the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, including the Merger and (iv) resolved to recommend that the Limited Partners approve the Transactions and this Agreement and directed that this Agreement be submitted to a vote of the Limited Partners for their approval at a special meeting pursuant to the requirements of Article XIII and Section 14.3(a) of the Partnership Agreement. (d) As of the date of this Agreement, the Plans General Partner (pursuant to Section 14.2(a) of the Partnership Agreement) has, acting in good faith, approved this Agreement and the other transactions contemplated herebyTransactions, on the terms and subject to the conditions set forth in this Agreement.

Authority; Approval and Fairness. (a) Trenwick The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to the due approval and adoption of this Agreement the Company Scheme by its stockholdersshareholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. 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 Trenwickthe Company, the performance by Trenwick the Company of its obligations hereunder hereunder, and the consummation by Trenwick the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Trenwickthe Company, subject only to compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law. No other corporate proceedings on the part of Trenwick the Company are necessary for the execution execution, delivery and delivery performance of this Agreement by Trenwick the Company and, subject to the approval and adoption of the Company Scheme by its shareholders as provided above, compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law, the performance by Trenwick the Company of its obligations hereunder and the consummation by Trenwick the Company of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have has been duly executed and delivered by Trenwick and the Company (assuming the due authorization, execution and delivery of this Agreement hereof and the Stock Option Agreements thereof by LaSalle Holdings, LaSalle ReParent and New Parent), and subject to the provisions of Sections 271 and 275 Section 85 of the GCL, constitute Companies Law constitutes the legal, valid and binding obligations of Trenwickthe Company, enforceable against Trenwick the Company in accordance its terms, subject with respect to enforceability to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, or similar laws now or hereafter affecting the enforcement of creditors' rights generally and to the availability of equitable remedies. (b) The Board of Directors of Trenwick (the "Trenwick Board") (i) has unanimously (by all Company, with the exception of directors present affiliated with Parent, at a meeting duly called and heldheld (i) has unanimously declared that it considers they consider this Agreement, the Plan of Reorganization Company Scheme and the other transactions contemplated hereby to be are advisable and in the best interests of Trenwick the Company and its stockholders, shareholders and (ii) has authorized and approved in all respects this Agreement, the Plans Schemes and the other transactions contemplated hereby, and (iii) has received the opinion of its financial advisors, X.X. Xxxxxx Securities Inc., to the effect that the consideration to be received by the holders of the Shares in the Company Scheme is fair from a financial point of view to such holders.

Authority; Approval and Fairness. (a) Trenwick The Company has all the requisite corporate power and authority to execute and deliver this Agreement and, subject and each Ancillary Document to the due approval and adoption of this Agreement by its stockholderswhich it is or will be a party, to perform its obligations hereunder and consummate the transactions contemplated hereby. Trenwick has all requisite corporate power and authority to enter into the Stock Option Agreements thereunder, and to consummate the transactions contemplated hereby and thereby. The Subject to the receipt of the Company Stockholder Written Consent, the execution and delivery of this Agreement by TrenwickAgreement, the performance by Trenwick of its obligations hereunder Ancillary Documents to which the Company is or will be a party and the consummation by Trenwick 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 Trenwick, subject only to compliance with the provisions of Sections 271 and 275 of the GCL. No other corporate proceedings on the part of Trenwick are necessary for the execution and delivery of this Agreement by Trenwick and, subject to compliance with the provisions of Sections 271 and 275 of the GCL, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated herebyCompany. This Agreement and each Ancillary Document to which the Stock Option Agreements have Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by Trenwick the Company and (assuming the due authorizationconstitutes 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 Stock Option Agreements 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 LaSalle Holdings, LaSalle Rethe other Persons party thereto), subject to the provisions of Sections 271 and 275 of the GCL, constitute legal, valid and binding obligations of Trenwick, enforceable against Trenwick the Company in accordance with its terms, terms (subject with respect to enforceability to the effect of applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws now or hereafter other Laws affecting generally the enforcement of creditors' ’ rights generally and subject to general principles of equity (the availability of equitable remedies“Bankruptcy and Equity Exception”)). (b) The Company Board of Directors of Trenwick (the "Trenwick Board") has (i) has unanimously (by all directors present at a meeting duly called approved and held) declared that it considers advisable this Agreement, the Plan of Reorganization Ancillary Documents to which the Company is or will be a party and the other transactions contemplated hereby to be advisable and thereby (including the Merger), (ii) determined that this Agreement and the transactions contemplated hereby (including the Merger) are in the best interests of Trenwick the Company and its stockholdersholders of Company Shares and resolved to recommend, among other things, the approval and (ii) has authorized and approved in all respects adoption of this Agreement, the Plans Ancillary Documents to which the Company is or will be a party and the other transactions contemplated hereby and thereby (including the Merger) by the holders of Company Shares entitled to vote thereon, and (iii) directed that this Agreement be submitted to the holders of Company Shares for their adoption. (c) The Company Board has taken all necessary action to ensure that DHHC will not be an “interested shareholder” with respect to the Company or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Chapter 2 of the South Carolina Uniform Securities Act of 2005, as amended), as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby in the manner contemplated hereby. To the knowledge of the Company, no “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation is applicable to the Company, the Company Shares or the transactions contemplated by this Agreement. (d) The Company Stockholder Written Consent, upon delivery to the Company as provided in Chapter 7 of the SCBCA and subject to the notice requirements thereof, shall be sufficient to adopt this Agreement and approve the Merger on behalf of the Company pursuant to the Laws of the State of South Carolina.

Authority; Approval and Fairness. (a) Trenwick Parent has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to the due approval and adoption of this Agreement by its stockholdersshareholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. 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 TrenwickParent, the performance by Trenwick Parent of its obligations hereunder hereunder, and the consummation by Trenwick Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TrenwickParent, subject only to compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law. No other corporate proceedings on the part of Trenwick Parent are necessary for the execution execution, delivery and delivery performance of this Agreement by Trenwick Parent and, subject to the approval and adoption of this Agreement by its shareholders as provided above, compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law, the performance by Trenwick Parent of its obligations hereunder and the consummation by Trenwick Parent of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have has been duly executed and delivered by Trenwick Parent and (assuming the due authorization, execution and delivery of this Agreement hereof and thereof by the Stock Option Agreements by LaSalle Holdings, LaSalle Re), Company and New Parent) and subject to the provisions of Sections 271 and 275 Section 85 of the GCL, constitute Companies Law constitutes the legal, valid and binding obligations of TrenwickParent, enforceable against Trenwick Parent in accordance its terms, subject with respect to enforceability to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, or similar laws now or hereafter affecting the enforcement of creditors' rights generally and to the availability of equitable remedies. (b) The Board of Directors of Trenwick (the "Trenwick Board") Parent (i) has unanimously (by all directors present at a meeting duly called and held) declared that it considers they consider this Agreement, the Plan of Reorganization Parent Scheme and the other transactions contemplated hereby to be are advisable and in the best interests of Trenwick Parent and its stockholders, shareholders and (ii) has authorized and approved in all respects this Agreement, the Plans Schemes and the other transactions contemplated hereby, and (iii) has received the opinion of its financial advisors, Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Sachs"), to the effect that the consideration to be received by the holders of the Shares in the Parent Scheme is fair from a financial point of view to such holders.

Authority; Approval and Fairness. (a) Trenwick The Company has all the requisite corporate power and authority to execute and deliver this Agreement and, subject and each Ancillary Document to the due approval and adoption of this Agreement by its stockholderswhich it is or will be a party, to perform its obligations hereunder and consummate the transactions contemplated hereby. Trenwick has all requisite corporate power and authority to enter into the Stock Option Agreements thereunder, and to consummate the transactions contemplated hereby and thereby. The Subject to the receipt of the Company Stockholder Written Consent, the execution and delivery of this Agreement by TrenwickAgreement, the performance by Trenwick of its obligations hereunder Ancillary Documents to which the Company is or will be a party and the consummation by Trenwick 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 Trenwick, subject only to compliance with the provisions of Sections 271 and 275 of the GCL. No other corporate proceedings on the part of Trenwick are necessary for the execution and delivery of this Agreement by Trenwick and, subject to compliance with the provisions of Sections 271 and 275 of the GCL, the performance by Trenwick of its obligations hereunder and the consummation by Trenwick of the transactions contemplated herebyCompany. This Agreement and each Ancillary Document to which the Stock Option Agreements have Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by Trenwick the Company and (assuming the due authorizationconstitutes 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 Stock Option Agreements 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 LaSalle Holdings, LaSalle Rethe other Persons party thereto), subject to the provisions of Sections 271 and 275 of the GCL, constitute legal, valid and binding obligations of Trenwick, enforceable against Trenwick the Company in accordance with its terms, terms (subject with respect to enforceability to the effect of applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws now or hereafter other Laws affecting generally the enforcement of creditors' ’ rights generally and subject to general principles of equity (the availability of equitable remedies“Bankruptcy and Equity Exception”)). (b) The Board board of Directors directors of Trenwick (the "Trenwick Board") Company has (i) has unanimously (by all directors present at a meeting duly called approved and held) declared that it considers advisable this Agreement, the Plan of Reorganization Ancillary Documents to which the Company is or will be a party and the other transactions contemplated hereby to be advisable and thereby (including the Merger), (ii) determined that Agreement and the transactions contemplated hereby (including the Merger) are in the best interests of Trenwick the Company and its stockholdersholders of Company Shares and resolved to recommend, among other things, the approval and (ii) has authorized and approved in all respects adoption of this Agreement, the Plans Ancillary Documents to which the Company is or will be a party and the other transactions contemplated herebyhereby and thereby (including the Merger) by the holders of Company Shares entitled to vote thereon, and (iii) directed that this Agreement be submitted to the holders of shares of Company Shares for their adoption. (c) The Company Stockholder Written Consent, upon delivery to the Company as provided in Section 228 of the DGCL and subject to the notice requirements thereof, shall be sufficient to adopt this Agreement and approve the Merger on behalf of the Company pursuant to the Laws of the State of Delaware.

Authority; Approval and Fairness. (a) Trenwick Parent has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to the due approval and adoption of this Agreement the Parent Scheme by its stockholdersshareholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. 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 TrenwickParent, the performance by Trenwick Parent of its obligations hereunder hereunder, and the consummation by Trenwick Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TrenwickParent, subject only to compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law. No other corporate proceedings on the part of Trenwick Parent are necessary for the execution execution, delivery and delivery performance of this Agreement by Trenwick Parent and, subject to the approval and adoption of the Parent Scheme by its shareholders as provided above, compliance with the provisions of Sections 271 and 275 Section 85 of the GCLCompanies Law, the performance by Trenwick Parent of its obligations hereunder and the consummation by Trenwick Parent of the transactions contemplated hereby. This Agreement and the Stock Option Agreements have has been duly executed and delivered by Trenwick Parent and (assuming the due authorization, execution and delivery of this Agreement hereof and thereof by the Stock Option Agreements by LaSalle Holdings, LaSalle Re), Company and New Parent) and subject to the provisions of Sections 271 and 275 Section 85 of the GCL, constitute Companies Law constitutes the legal, valid and binding obligations of TrenwickParent, enforceable against Trenwick Parent in accordance its terms, subject with respect to enforceability to the effect of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, or similar laws now or hereafter affecting the enforcement of creditors' rights generally and to the availability of equitable remedies. (b) The Board of Directors of Trenwick (the "Trenwick Board") Parent (i) has unanimously (by all directors present at a meeting duly called and held) declared that it considers they consider this Agreement, the Plan of Reorganization Parent Scheme and the other transactions contemplated hereby to be are advisable and in the best interests of Trenwick Parent and its stockholders, shareholders and (ii) has authorized and approved in all respects this Agreement, the Plans Schemes and the other transactions contemplated hereby, and (iii) has received the opinion of its financial advisors, Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Sachs"), to the effect that the consideration to be received by the holders of the Shares in the Parent Scheme is fair from a financial point of view to such holders.