Common use of Buyer's Parent Clause in Contracts

Buyer's Parent. With respect to Buyer's Parent: (a) Buyer's Parent is a company duly organized, validly existing and in good standing under the laws of Bermuda and every state in which it is qualified to do business, with full power and authority to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use. (b) The authorized, issued and outstanding capital of Buyer's Parent is as described in Buyer's Parent's registration statement on Form S-1 (File No. 333-140916), declared effective by the Commission on or about April 6, 2007 (the "Parent Registration Statement"). Parent has no options, warrants or other securities convertible into or exchangeable for or with any of Parent's common shares or other securities except as described in the Parent Registration Statement. The forms of memorandum of association and bye-laws attached as exhibits to the Parent Registration Statement and provided to counsel for Seller reflect the true and complete copies of such instruments, including all amendments and as in effect on the date hereof. (c) The Deposit Shares have been duly and validly issued to Seller for valid consideration, and the Deposit Shares are fully paid, non-assessable common shares of Buyer's Parent. The Deposit Shares have been duly registered in the name of Seller, with no stop orders or other restrictions on transfer, except for the terms of the Escrow Agreement. (d) Buyer's Parent has the absolute and unrestricted right, power, authority, and capacity to issue the Deposit Shares to Seller. Buyer's Parent has obtained all necessary consents, including without limitation the consent of its board of directors, required for the issuance and delivery of the Deposit Shares to Seller, and no consent of any shareholders or other third parties is required for such issuance or delivery. Buyer's Parent's issuance and delivery of the Deposit Shares and execution, delivery and performance of the Registration Rights Agreement will not contravene, conflict with, or result in a violation of any provision of its memorandum of association or bye-laws, or any resolution adopted by the board of directors or the shareholders of Buyer's Parent; or contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge such issuance and delivery, to terminate, accelerate, or modify any terms of, or to exercise any remedy or obtain any relief under, any material Contract or agreement or any Legal Requirement or Order to which Buyer's Parent may be subject. Without limiting the generality of the foregoing, the "Termination Date" under Bye-Law 49 of Buyer's Parent's Bye-Laws has occurred and there are, as of the date of this Agreement, no restrictions on Buyer's Parent nor rights of shareholders or other Persons arising under such Bye-Law 49. (e) Buyer, on behalf of Buyer's Parent, acknowledges the issuance of the Deposit Shares, agrees that Seller shall not be required to give the notice described in Bye-Law 50.1, and further agrees that Seller shall not be deemed in default as described in Bye-Law 50.3 as a result of Seller's holdings of the Deposit Shares. (f) The Registration Statement on Form S-1 (File No. 333-140916), including the exhibits thereto, declared effective by the Commission on or about April 6, 2007 (the “Registration Statement”), at the time the Registration Statement was declared effective by the Commission, did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Buyer's Parent. With respect to Buyer's ’s Parent: (a) Buyer's ’s Parent is a company duly organized, validly existing and in good standing under the laws of Bermuda and every state in which it is qualified to do business, with full power and authority to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use. (b) The authorized, issued and outstanding capital of Buyer's ’s Parent is as described in Buyer's ’s Parent's ’s registration statement on Form S-1 (File No. 333-140916), declared effective by the Commission on or about April 6, 2007 (the "“Parent Registration Statement"”). Parent has no options, warrants or other securities convertible into or exchangeable for or with any of Parent's ’s common shares or other securities except as described in the Parent Registration Statement. The forms of memorandum of association and bye-laws attached as exhibits to the Parent Registration Statement and provided to counsel for Seller reflect the true and complete copies of such instruments, including all amendments and as in effect on the date hereof. (c) The Deposit Shares have been duly and validly issued to Seller for valid consideration, and the Deposit Shares are fully paid, non-assessable common shares of Buyer's ’s Parent. The Deposit Shares have been duly registered in the name of Seller, with no stop orders or other restrictions on transfer, except for the terms of the Escrow Agreement. (d) Buyer's ’s Parent has the absolute and unrestricted right, power, authority, and capacity to issue the Deposit Shares to Seller. Buyer's ’s Parent has obtained all necessary consents, including without limitation the consent of its board of directors, required for the issuance and delivery of the Deposit Shares to Seller, and no consent of any shareholders or other third parties is required for such issuance or delivery. Buyer's ’s Parent's ’s issuance and delivery of the Deposit Shares and execution, delivery and performance of the Registration Rights Agreement will not contravene, conflict with, or result in a violation of any provision of its memorandum of association or bye-laws, or any resolution adopted by the board of directors or the shareholders of Buyer's ’s Parent; or contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge such issuance and delivery, to terminate, accelerate, or modify any terms of, or to exercise any remedy or obtain any relief under, any material Contract or agreement or any Legal Requirement or Order to which Buyer's ’s Parent may be subject. Without limiting the generality of the foregoing, the "“Termination Date" ” under Bye-Law 49 of Buyer's ’s Parent's ’s Bye-Laws has occurred and there are, as of the date of this Agreement, no restrictions on Buyer's ’s Parent nor rights of shareholders or other Persons arising under such Bye-Law 49. (e) Buyer, on behalf of Buyer's ’s Parent, acknowledges the issuance of the Deposit Shares, agrees that Seller shall not be required to give the notice described in Bye-Law 50.1, and further agrees that Seller shall not be deemed in default as described in Bye-Law 50.3 as a result of Seller's ’s holdings of the Deposit Shares. (f) The Registration Statement on Form S-1 (File No. 333-140916), including the exhibits thereto, declared effective by the Commission on or about April 6, 2007 (the “Registration Statement”), at the time the Registration Statement was declared effective by the Commission, did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.