Common use of Authority Relative to this Agreement and the Ancillary Agreements Clause in Contracts

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the ancillary agreements to which it is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of TW or the Company, as the case may be, are necessary to authorize this Agreement and the ancillary agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of TW and the Company enforceable against TW and the Company in accordance with its terms. As of the Closing Date, each of the ancillary agreements to which it is a party will have been duly and validly executed and delivered by each of Newco A Sub and Newco B Sub, and assuming, in each case, the due authorization, execution and delivery by each of the other parties thereto, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW Parent, Merger Sub and the Company Intermediate Holdco has all necessary corporate power and authority to execute and deliver deliver, in the case of Parent and Merger Sub, this Agreement and and, in each case, the ancillary agreements Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each of Parent, Merger Sub and Intermediate Holdco of, in the case of Parent and Merger Sub, this Agreement and and, in each case, the ancillary agreements Ancillary Agreements to which it is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub of the transactions contemplated hereby and thereby by Parent, Merger Sub and Intermediate Holdco, as applicable, have been duly and validly authorized by all necessary corporate actionits board of directors and, in the case of Merger Sub, sole stockholder, and no other corporate proceedings on the part of TW Parent, Merger Sub or the Company, as the case may be, Intermediate Holdco are necessary to authorize the execution, delivery and performance by each of Parent, Merger Sub and Intermediate Holdco of, in the case of Parent and Merger Sub, this Agreement and and, in each case, the ancillary agreements Ancillary Agreements to which it is a party or to consummate the consummation by Parent, Merger Sub and Intermediate Holdco of the transactions contemplated hereby or thereby. As and thereby (other than, with respect to the Merger, the filing of the Closing DateCertificate of Merger). Each of Parent, Merger Sub and Intermediate Holdco has duly and validly executed and delivered this Agreement and the execution and delivery of the ancillary agreements Ancillary Agreements to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of each of TW Parent, Merger Sub and the Company Intermediate Holdco, as applicable, enforceable against TW and the Company each of them in accordance with its their respective terms. As of the Closing Date, each of the ancillary agreements to which it is a party will have been duly and validly executed and delivered by each of Newco A Sub and Newco B Sub, and assumingsubject, in each case, to the due authorization, execution Bankruptcy and delivery by each of the other parties thereto, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its termsEquity Exception.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which it the Company is a party, to perform its obligations hereunder and thereunder and, subject to receipt of the Company Shareholder Approval and the filing of the Certificate of Merger in accordance with the NYBCL, to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it the Company is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of TW or the Company, as the case may be, Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it the Company is a party or to consummate the consummation by the Company of the transactions contemplated hereby or thereby. As and thereby (other than the Company Shareholder Approval and the filing of the Closing Date, Certificate of Merger in accordance with the execution NYBCL). This Agreement and delivery of the ancillary agreements each Ancillary Agreement to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it Company is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties hereto and Party thereto, constitutes a legal, valid and binding obligation of each of TW and the Company Company, enforceable against TW and the Company in accordance with its terms. As , subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the Closing Dateavailability of equitable remedies, each regardless of the ancillary agreements to which it whether such enforceability is considered in a party will have been duly and validly executed and delivered by each of Newco A Sub and Newco B Sub, and assuming, proceeding in each caseequity or at law (together, the due authorization, execution “Bankruptcy and delivery by each of the other parties thereto, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its termsEquity Exception”).

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW The Company, the Bermuda Trustees and the Company has English Trustees have all necessary corporate power and authority to execute and deliver this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a partythey are parties, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved by this Agreement and the A Merger and Ancillary Agreements (collectively, the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby“Transactions”). The execution and delivery of this Agreement and the ancillary agreements Ancillary Agreements to which it is a party they are parties by each of TW, the Company, Newco A Sub the Bermuda Trustees and Newco B Sub the English Trustees and the consummation by TW, the Company, Newco A Sub the Bermuda Trustees and Newco B Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of TW or the CompanyEnglish Trustees, as the case may be, are necessary to authorize this Agreement and the ancillary agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectivelyapplicable, of the transactions contemplated thereby will Transactions have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub any of the Company, the Bermuda Trustees or Newco B Subthe English Trustees, as the case may beapplicable, will be are necessary to authorize the ancillary agreements to which it is a party this Agreement or to consummate the transactions contemplated thereby. Each Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of two-thirds of the then-outstanding shares of Common Shares, if and to the extent required by applicable law, and the ancillary agreements filing and recordation of appropriate merger documents as required by the OGCL). This Agreement has been, and upon their execution the Ancillary Agreements to which it the Company is a party has been shall have been, duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties hereto Parties and thereto, constitutes this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Company is a party shall constitute, a legal, valid and binding obligation of each of TW and the Company Company, enforceable against TW and the Company in accordance with its terms. As This Agreement has been, and upon their execution the Ancillary Agreements to which any of the Closing Date, each of the ancillary agreements to which it Shareholders is a party will shall have been been, duly and validly executed and delivered by each of Newco A Sub and Newco B Subthe applicable Shareholders and, and assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties Parties and thereto, will constitute this Agreement constitutes, and upon their execution the Ancillary Agreements to which any Shareholder is a party shall constitute, a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may beapplicable Shareholders, enforceable against Newco A Sub and Newco B Sub, as the case may be, such Shareholders in accordance with its terms.