Representations and Warranties of Trenwick. Trenwick hereby represents and warrants to LaSalle that (a) Trenwick is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement, (b) the execution and delivery of this Agreement by Trenwick and the consummation by Trenwick of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Trenwick and no other corporate proceedings on the part of Trenwick are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Trenwick, constitutes a valid and binding obligation of Trenwick and, assuming this Agreement constitutes a valid and binding obligation of LaSalle, is enforceable against Trenwick in accordance with its terms, (d) Trenwick has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the Trenwick Option, and at all times from the date hereof through the expiration of the Trenwick Option will have reserved, 3,462,164 authorized and unissued Option Shares, such amount being subject to adjustment as provided in Section 9, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of the Option Shares to LaSalle upon the exercise of the Trenwick Option, LaSalle will acquire the Option Shares free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (f) none of Trenwick, any of its affiliates or anyone acting on its or their behalf has issued, sold or offered any security of Trenwick to any person under circumstances that would cause the issuance and sale of the Option Shares, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act as in effect on the date hereof and, assuming the representations of LaSalle contained in Section 6(d) are true and correct and based on LaSalle's commitment in its letter referred to in Section 4 hereof, the issuance, sale and delivery of the Option Shares hereunder would be exempt from the registration and prospectus delivery requirements of the Securities Act, as in effect on the date hereof (and Trenwick shall not take any action which would cause the issuance, sale and delivery of the Option Shares he...
Representations and Warranties of Trenwick. Trenwick represents and warrants to Chartwell that (a) Trenwick is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by Trenwick and the consummation by Trenwick of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Trenwick and no other corporate proceedings on the part of Trenwick are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Trenwick and constitutes a valid and binding obligation of Trenwick, and, assuming this Agreement constitutes a valid and binding obligation of Chartwell, is enforceable against Trenwick in accordance with its terms, and (d) any Option Shares acquired upon exercise of the Chartwell Option will be acquired for Trenwick's own account, for investment purposes only and will not be, and the Chartwell Option is not being, acquired by Trenwick with a view to the public distribution thereof in violation of any applicable provision of the Securities Act.
Representations and Warranties of Trenwick. Except as disclosed in the Disclosure Schedule delivered by Trenwick to Chartwell at or prior to the execution of this Agreement (the "Trenwick Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, Trenwick represents and warrants to Chartwell as follows:
Representations and Warranties of Trenwick. Trenwick hereby represents and warrants to each Shareholder that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Trenwick and no other corporate proceedings on the part of Trenwick are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Trenwick and constitutes a valid and binding agreement of Trenwick, enforceable against Trenwick in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) is subject to general principles of equity.
Representations and Warranties of Trenwick. Trenwick hereby represents and warrants to LaSalle Holdings that:
Representations and Warranties of Trenwick. Trenwick hereby represents and warrants to LaSalle Holdings that as of the date of the Original Agreement (except to the extent that a representation or warranty speaks as of an earlier date), with references to "the date hereof" or the "date of this Agreement" in this Article 3 being deemed to be references to the date of the Original Agreement:
Representations and Warranties of Trenwick. Section 3.1. Corporation; Organization.........................16 Section 3.2. Authority; Approval and Fairness..................17 Section 3.3. Capital Structure...............................
Representations and Warranties of Trenwick. 15 Section 3.1. Corporation; Organization............................15 Section 3.2. Authority; Approval and Fairness.....................16 Section 3.3. Capital Structure....................................16 Section 3.4. SEC Reports; Financial Statements....................18 Section 3.5. Absence of Certain Changes or Events.................19 Section 3.6.
