Exhibit 99.3
BILL OF SALE AND ASSIGNMENT AGREEMENT
By and Among
LASALLE RE LIMITED
and
ENDURANCE SPECIALITY INSURANCE LTD.
Dated as of May 16, 2002
BILL OF SALE AND ASSIGNMENT AGREEMENT
This Bill of Sale and Assignment Agreement (this "Agreement "),
dated as of May 16, 2002 is entered into by and among LaSalle Re Limited, a
company organized under the laws of Bermuda ("LaSalle Re") and Endurance
Specialty Insurance Ltd., a company organized under the laws of Bermuda (the
"Purchaser").
W I T N E S S E T H
WHEREAS, LaSalle and Purchaser are, together with Trenwick Group
Ltd., parties to a Transfer and Purchase Agreement, dated as of May 16, 2002,
2002 (the "Transfer and Purchase Agreement"), pursuant to which, among other
things, LaSalle will sell, and Purchaser will acquire, the Transferred Assets
(as defined in the Transfer and Purchase Agreement) upon the terms and subject
to the conditions set forth in the Transfer and Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual representations, warranties, covenants and agreements set forth herein
and in the Transfer and Purchase Agreement and the Related Documents, the
parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used herein and not
defined herein shall have the respective meanings assigned to them in the
Transfer and Purchase Agreement.
Section 2. Assignment of Transferred Assets, Acceptance of
Assignment. LaSalle hereby assigns, transfers, conveys and delivers to
Purchaser, and its successors and permitted assigns forever, as of the Closing
Date, all of LaSalle Re's right, title and interest in and to the Transferred
Assets. Purchaser hereby accepts the assignment, transfer, conveyance and
delivery of the Transferred Assets.
Section 3. No Third Party Beneficiaries. This Agreement is for the
sole and exclusive benefit of LaSalle Re, the Purchaser, and their respective
successors and permitted assigns and nothing herein is intended or shall be
construed to confer upon any Person other than LaSalle Re, the Purchaser, and
their respective successors and permitted assigns any right, remedy or claim
under or by reason of this Agreement or any term, covenant or condition hereof.
LaSalle Re and the Purchaser hereby acknowledge and agree that the assignment to
and assumption by Purchaser pursuant to this Agreement shall not relieve LaSalle
Re, Trenwick Group Ltd. or Purchaser of any of their obligations under the
Transfer and Purchase Agreement, which shall remain in full force and effect.
Section 4. Amendment. This Agreement may only be amended or modified
by a written instrument executed by the parties hereto.
Section 5. Governing Law. This Agreement shall be deemed to have
been made under and governed by the laws of Bermuda, without regard to the
conflict of laws provisions thereof.
Section 6. Consent to Jurisdiction. This Agreement shall be governed
in all respects, including validity, interpretation and effect, by the laws of
Bermuda applicable to contracts to be performed in Bermuda. The parties agree
that any action or proceeding, however characterized, relating to or arising out
of the Sale Transaction may be maintained in the courts of Bermuda, and the
parties hereby irrevocably submit to the non-exclusive jurisdiction of any such
court for the purposes of any such action or proceeding and irrevocably agree to
be bound by any judgment rendered by any such court with respect to any such
action or proceeding.
Section 7. Entire Agreement; Assignment. This Agreement and the
Related Documents including all Schedules and Exhibits attached hereto and
thereto, constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
agreements, restrictions, promises, representations, warranties, covenants,
undertakings, other than those set forth herein. This Agreement supercedes all
prior agreements and understandings between the parties with respect to such
subject matters. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted assigns. Nothing in
this Agreement shall create or be deemed to create any third party beneficiary
rights in any Person not a party to this Agreement. No assignment of this
Agreement or of any rights or obligations hereunder may be made by any party
without the prior written consent of each of the other parties hereto.
Section 8. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other party.
IN WITNESS WHEREOF, this Bill of Sale and Assignment Agreement has
been duly executed and delivered by the duly authorized officers of the Sellers
and Purchaser as of the date first above written.
LASALLE RE LIMITED
By: \s\ Guy D. Hengesbaugh
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Name: Guy D. Hengesbaugh
Title: President and Chief Executive Officer
ENDURANCE SPECIALITY INSURANCE LTD.
By: \s\ Kenneth J. LeStrange
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Name: Kenneth J. LeStrange
Title: Chief Executive Officer