Common use of Authority Relative to this Agreement; Validity and Effect of Agreements Clause in Contracts

Authority Relative to this Agreement; Validity and Effect of Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the adoption of this Agreement by the holders of at least a majority of the outstanding Company Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”) and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and MergerCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Special Committee has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders and (ii) resolved to recommend to the Company Board that it approve and declare advisable this Agreement and the transactions contemplated hereby, including the Merger. (c) The Company Board, acting upon the recommendation of the Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and (iii) recommended that the Company’s stockholders adopt this Agreement.

Authority Relative to this Agreement; Validity and Effect of Agreements. (a) The Company Trizec has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company Trizec of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the CompanyTrizec. No other corporate proceedings on the part of the Company or any Company Subsidiary Trizec are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, by this Agreement other than (i) the approval and adoption of this Agreement by the holders of at least a majority of the outstanding Company Trizec Common Shares entitled to vote in accordance with thereon at a meeting of the DGCL stockholders of Trizec duly called and held for such purpose (the “Company Trizec Stockholder Approval”) and (ii) the filing and recordation of the Trizec Certificate of Merger pursuant to and other appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by Trizec, and the Operating Company andand the Merger Operating Company, assuming the due authorization, execution and delivery by each of Parent TZ Canada, Parent, MergerCo, Merger Operating Company and MergerCoAcquisitionCo, constitutes a legal, valid and binding obligation of the CompanyTrizec, enforceable against the Company Trizec in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Operating Company (through Trizec, as its sole managing member) has all necessary limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Operating Company of this Agreement and the consummation by the Operating Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company action on behalf of the Operating Company, including by all necessary action of Trizec as the sole managing member of the Operating Company, and no other limited liability company proceedings on the part of any of them are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Operating Company and, assuming the due authorization, execution and delivery by each of TZ Canada, Parent, MergerCo and AcquisitionCo, constitutes a legal, valid and binding obligation of the Operating Company, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (c) The Special Committee Committee, by resolutions duly adopted at meetings duly called and held, has duly (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, Trizec Merger are advisable and fair to, to and in the best interests of, the Company of Trizec and its stockholders (excluding TZ Canada and its affiliates), (ii) determined that this Agreement should be approved and declared advisable, and (iiiii) resolved to recommend to that the Company Trizec Board that it approve and declare advisable the advisability of this Agreement and (collectively, the transactions contemplated hereby, including the Merger. (c) “Special Committee Recommendation”). The Company Trizec Board, acting upon the recommendation of the Special Committeeby resolutions duly adopted at meetings duly called and held, has duly (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, Trizec Merger are advisable and fair to, to and in the best interests of, the Company of Trizec and its stockholders, (ii) approved this Agreement and the transactions contemplated herebydeclared its advisability, including the Merger and (iii) recommended that the Company’s stockholders of Trizec adopt this Agreement, and (iv) directed that this Agreement be submitted for consideration by the stockholders of Trizec at the Trizec Stockholders’ Meeting.

Authority Relative to this Agreement; Validity and Effect of Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, by this Agreement other than (i) the adoption approval of this Agreement by the holders of at least a majority of the outstanding Company Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”) and (ii) the filing and recordation of the Company Certificate of Merger pursuant to and other appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and MergerCoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Special Committee Company Board, by resolutions duly adopted at meetings duly called and held, has duly (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, Merger are advisable and fair to, to and in the best interests of, the Company and its stockholders and (ii) resolved to recommend to the Company Board that it approve and declare advisable this Agreement and the transactions contemplated hereby, including the Merger. (c) The Company Board, acting upon the recommendation of the Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated herebydeclared its advisability, including the Merger and (iii) recommended that the Company’s stockholders of the Company adopt this Agreement, and (iv) directed that this Agreement be submitted for consideration by the stockholders of the Company at the Company Stockholders’ Meeting. The Company has previously provided or made available to Parent true and correct copies of such resolutions.

Authority Relative to this Agreement; Validity and Effect of Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, by this Agreement other than (i) the adoption approval of this Agreement by the holders of at least shares representing a majority of the outstanding votes cast by the holders of shares of the Company Common Shares entitled to vote in accordance with thereon, voting as one class, at a meeting of the DGCL shareholders of the Company duly called and held for such purpose (the “Company Stockholder Shareholder Approval”) and (ii) the filing and recordation of the Company Certificate of Merger pursuant to and other appropriate merger documents as required by the DGCLNJBCA. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and MergerCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Special Committee Company Board, by resolutions duly adopted at meetings duly called and held, has duly (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, Merger are advisable and fair to, to and in the best interests of, of the Company and its stockholders and (ii) resolved to recommend to the Company Board that it approve and declare advisable this Agreement and the transactions contemplated hereby, including the Merger. (c) The Company Board, acting upon the recommendation of the Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, (ii) approved this Agreement and declared its advisability in accordance with the transactions contemplated herebyNJBCA, including the Merger and (iii) recommended that the Company’s stockholders adopt shareholders of the Company approve this Agreement, and (iv) directed that this Agreement be submitted for consideration by the shareholders of the Company at the Company Shareholders’ Meeting.

Authority Relative to this Agreement; Validity and Effect of Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Note Documents, to perform its obligations hereunder and thereunder and, subject to any required approval of the Company Stockholders, to consummate the transactions contemplated by this Agreementhereunder and thereunder. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the Note Documents and the consummation of the transactions contemplated by this Agreement hereunder and thereunder have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize this Agreement or the Note Documents or to consummate the transactions contemplated hereby, including the Merger, hereunder and thereunder other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Shares Stock entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to the extent required by applicable Law. No vote or approval of any holder of the capital stock of the Company is required to consummate the Offer or any other transaction contemplated by this Agreement other than the Merger. (b) The Company Board, at a meeting thereof duly called and held, has duly adopted resolutions by the requisite majority vote approving this Agreement, the Offer, the Merger, the Note Documents and the filing other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Offer, the Merger, the Note Documents and the other transactions contemplated hereby are fair to and in the best interests of the Certificate Company and the Company Stockholders, declaring this Agreement, the Offer, the Merger and the Note Documents to be advisable, recommending that the Company Stockholders accept the Offer and tender their shares of Merger Company Common Stock pursuant to the DGCLOffer, and recommending that the Company Stockholders adopt and approve this Agreement and the Merger. This The foregoing recommendations of the Company Board relating to the Offer and the Merger are referred to in this Agreement, collectively, as the “Company Board Recommendation”. The foregoing resolutions of the Company Board have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. (c) Each of this Agreement and each of the Note Documents has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and MergerCothe Buyer Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (bd) The Special Committee has (i) determined that On or prior to the date of the execution of this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests ofAgreement, the Company has terminated the Myriad Merger Agreement in accordance with its terms. The Myriad Loan Amount as of April 19, 2010 is $8,335,690.85 (the “Loan Repayment Amount”). The Company is not required to pay any prepayment premium or penalty or make any similar payment in connection with its repayment of the Myriad Loan Amount and termination or cancellation of the Myriad Note Documents. The maximum amount of the Myriad Termination Payments required to be paid by the Company in accordance with the Myriad Merger Agreement is $4,400,000 (the “Myriad Termination Fee”). The Company is not contractually obligated to make any additional payments to Myriad or its stockholders Affiliates in connection with the termination of the Myriad Merger Agreement, the repayment of the Myriad Loan Amount or the termination or cancellation of the Myriad Note Documents other than the Loan Repayment Amount (plus any additional interest accrued through the date of repayment), the Myriad Termination Fee and (ii) resolved to recommend payment of the expenses of Myriad related to the Company Board that it approve and declare advisable this Agreement and the transactions contemplated hereby, including the Merger. (c) The Company Board, acting upon the recommendation administration of the Special Committee, has (i) determined that this Agreement and payoff of the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and (iii) recommended that the Company’s stockholders adopt this AgreementLoan Repayment Amount.

Authority Relative to this Agreement; Validity and Effect of Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, by this Agreement other than (i) the adoption approval of this Agreement by the holders of at least a majority shares representing two-thirds of the outstanding votes entitled to be cast by the holders of shares of the Company Common Shares entitled to vote in accordance with thereon, voting as one class, at a meeting of the DGCL shareholders of the Company duly called and held for such purpose (the “Company Stockholder Shareholder Approval”) and (ii) the filing and recordation of the Certificate Company Articles of Merger pursuant to and other appropriate merger documents as required by the DGCLWBCA. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and MergerCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Special Committee Company Board, by resolutions duly adopted at meetings duly called and held, has duly (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, Merger are advisable and fair to, to and in the best interests of, of the Company and its stockholders and (ii) resolved to recommend to the Company Board that it approve and declare advisable this Agreement and the transactions contemplated hereby, including the Merger. (c) The Company Board, acting upon the recommendation of the Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, (ii) approved this Agreement and recommended the transactions contemplated herebyAgreement to Company shareholders in accordance with the WBCA, including the Merger and (iii) recommended that the Company’s stockholders adopt shareholders of the Company approve this Agreement, and (iv) directed that this Agreement be submitted for consideration by the shareholders of the Company at the Company Shareholders’ Meeting.