Common use of Representations and Warranties of Trenwick Clause in Contracts

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 hereunder not to be exempt from such requirements), and (g) the execution and delivery of this Agreement by Trenwick does not, and, subject to compliance with applicable law, the consummation by Trenwick of the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or a lapse of time, or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such violation, conflict, breach, default, termination, acceleration, right of termination, cancellation or acceleration, loss, or creation, a "Violation") of Trenwick or any of its subsidiaries, pursuant to (i) any provision of the Trenwick By-Laws, (ii) any provision of any material loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license (a "Material Contract") of Trenwick or any of its subsidiaries or to which any of them is a party or by which any of them or their properties or assets are bound, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Trenwick or any of its subsidiaries or any of their respective properties or assets, which Violation, in the case of each of clauses (ii) or (iii), would have Material Adverse Effect on Trenwick.

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 AgreementAgreement 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, Trenwick and constitutes a valid and binding obligation of Trenwick Trenwick, and, assuming this Agreement constitutes a valid and binding obligation of LaSalle, is enforceable against Trenwick in accordance with its terms, and (d) Trenwick has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, any Option Shares acquired upon exercise of the Trenwick OptionLaSalle Option will be acquired for Trenwick's own account, for investment purposes only and will not be, and at all times from the date hereof through LaSalle Option is not being, acquired by Trenwick with a view to 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 public distribution thereof 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 violation 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 applicable provision 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 hereunder not to be exempt from such requirements), and (ge) the execution and delivery of this Agreement by Trenwick does not, and, subject to compliance with applicable law, the consummation by Trenwick of the transactions contemplated hereby will not, violate, conflict with, or result in a the breach of any provision of, or constitute a default (with or without notice or a lapse of time, or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such violation, conflict, breach, default, termination, acceleration, right of termination, cancellation or acceleration, loss, or creation, a "Violation") of Violation by Trenwick or any of its subsidiaries, pursuant to (i) any provision of the Trenwick Bycertificate of incorporation or by-Lawslaws of Trenwick, (ii) any provision of any material loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license (a "Material Contract") Contract of Trenwick or any of its subsidiaries or to which any of them is a party or by which any of them or any of their properties or assets are bound, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Trenwick or Trenwick, any of its subsidiaries or any of their respective properties or assets, which Violation, in the case of each of clauses (ii) or (iii), would have a Material Adverse Effect on Trenwick.