Purchaser represents and warrants that: (i) it is a validly existing company in good standing under the laws of the England and Wales; (ii) this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity); and (iii) Purchaser is purchasing the Shares for its account and not for the account of any other person.