Common use of Governmental Authorizations; Governmental Grants Clause in Contracts

Governmental Authorizations; Governmental Grants. (a) Section 3.03(a) of the Company Disclosure Schedule identifies each material Governmental Authorization held by any Acquired Company, and the Company has delivered to Purchaser accurate and complete copies of all Governmental Authorizations identified in Section 3.03(a) of the Company Disclosure Schedule. The Governmental Authorizations identified in Schedule 3.03(a) of the Company Disclosure Schedule are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted. Each of the Acquired Companies is, and has at all times been, in compliance with the terms and requirements of the respective Governmental Authorizations identified in Schedule 3.03(a) of the Company Disclosure Schedule, except for any noncompliance with any such Governmental Authorization that would not cause the Company to lose a material benefit or incur any material liability. Except as set forth in Section 3.03(a) of the Company Disclosure Schedule, none of the Acquired Companies has received any notice or other communication from any Governmental Authority regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. (b) Section 3.03(b)(i) of the Company Disclosure Schedule identifies each Governmental Grant (including with respect to “approved enterprise” status) that has been or is provided or available or applicable to any Acquired Company. Except as set forth on Section 3.03(b)(i) of the Company Disclosure Schedule, no Acquired Company has ever received any Governmental Grant. The Company has delivered to Purchaser accurate and complete copies of: (i) all applications and related documents and correspondence submitted by the Company to the Investment Center, the Office of the Chief Scientist and any other Governmental Authority; and (ii) all certificates of approval and letters of approval (and supplements thereto) granted to the Company by the Investment Center, the Office of the Chief Scientist and any other Governmental Authority. In each such application submitted by or on behalf of any Acquired Company, all information required by such application has been disclosed accurately and completely in all material respects and any non-material disclosures that are not accurate or complete would not cause the loss of the Governmental Grant obtained by such application. Except for undertakings set forth in such letters of approval and under Applicable Law, there are no undertakings of any Acquired Company given in connection with any Governmental Grant. Each Acquired Company is in compliance with the terms, conditions, requirements and criteria of all Governmental Grants, except for any noncompliance with such Governmental Grants that would not cause the Company to lose a material benefit or incur any material liability and, except as set forth in Section 3.03(b)(iii) of the Company Disclosure Schedule, has duly fulfilled all conditions, undertakings and other obligations relating thereto. Except as set forth in Section 3.03(b)(iv) of the Company Disclosure Schedule, no Governmental Authority: (i) has awarded any participation or provided any support to any Acquired Company; or (ii) is or may become entitled to receive any royalties or other payments from any Acquired Company. (c) Section 3.03(c) of the Company Disclosure Schedule sets forth, with respect to each Governmental Grant referred to in Section 3.03 (b)(i) of the Company Disclosure Schedule: (i) the total amount of the benefits received by each Acquired Company under such Governmental Grant and the total amount of the benefits available for future use by each Acquired Company under such Governmental Grant; (ii) the time period in which each Acquired Company received, or will be entitled to receive, benefits under such Governmental Grant; and (iii) any Governmental Grant consisting of a Tax incentive (other than incentives generally available by operation of law without application or action by any Governmental Authority). No event has occurred, and no circumstance or condition exists, that would or that could reasonably be expected to give rise to: (A) the annulment, revocation, withdrawal, suspension, cancellation, recapture or modification of any Governmental Grant; (B) the imposition of any limitation on any Governmental Grant or any benefit available in connection with any Governmental Grant; or (C) a requirement that any Acquired Company return or refund any benefits provided under any Governmental Grant. The consummation of the Acquisition Transaction pursuant to the terms of this Agreement: (1) will not adversely affect the ability of any Acquired Company to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously claimed incentive; and (2) will not result in (x) the failure of any Acquired Company to comply with any of the terms, conditions, requirements and criteria of any Governmental Grant or (y) any claim by any Governmental Authority or other Person that any Acquired Company is required to return or refund, or that any Governmental Authority is entitled to recapture, any benefit provided under any Governmental Grant. Except as set forth in Section 3.03(c) of the Company Disclosure Schedule, no Consent of any Governmental Authority or other Person is required to be obtained prior to the consummation of the Acquisition Transaction pursuant to the terms of this Agreement in order to preserve the entitlement of any Acquired Company to any Governmental Grant or to avoid any increase in royalty rates incurred by any Acquired Company under any such Governmental Grant or other change in the terms and conditions applicable to any Acquired Company under any such Governmental Grant. There is no intention to change the terms of any Governmental Grant, except as may result from generally applicable changes to the relevant laws and regulations thereunder.

Governmental Authorizations; Governmental Grants. (a) Section 3.03(a5.04(a) of the Company Purchaser Disclosure Schedule identifies each material Governmental Authorization held by any Acquired Companythe Parent Group or used in the business of the Parent Group, and the Company Parent has delivered made available to Purchaser Companies and Selling Shareholders accurate and complete copies of all such Governmental Authorizations identified in Section 3.03(a) of the Company Disclosure Scheduleand any and all correspondence and amendments related thereto. The Governmental Authorizations identified in Schedule 3.03(aSection 5.04(a) of the Company its Purchaser Disclosure Schedule are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary to enable the Acquired Companies Parent Group to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted. Each of the Acquired Companies Parent Group member is, and has at all times been, in material compliance with the terms and requirements of the respective Governmental Authorizations identified in Schedule 3.03(aSection 5.04(a) of the Company Purchaser Disclosure Schedule, except for any noncompliance with any such Governmental Authorization that would not cause the Company to lose a material benefit or incur any material liability. Except as set forth in Section 3.03(a) of the Company Disclosure Schedule, none of the Acquired Companies has received any No written notice or other written communication from any Governmental Authority was received by Parent regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. (b) Section 3.03(b)(i5.04(b) of the Company Purchaser Disclosure Schedule identifies each Governmental Grant (including with respect to “approved enterprise” status) that has been or is provided or available or applicable to any Acquired Company. Except as set forth on Section 3.03(b)(i) of the Company Disclosure Schedule, no Acquired Company has ever received any Governmental Grant. The Company has delivered to Purchaser accurate and complete copies of: (i) all applications and related documents and correspondence submitted by the Company to the Investment Center, the Office of the Chief Scientist and any other Governmental Authority; and (ii) all certificates of approval and letters of approval (and supplements thereto) granted to the Company by the Investment Center, the Office of the Chief Scientist and any other Governmental Authority. In each such application submitted by or on behalf of any Acquired Company, all information required by such application has been disclosed accurately and completely in all material respects and any non-material disclosures that are not accurate or complete would not cause the loss of the Governmental Grant obtained by such application. Except for undertakings set forth in such letters of approval and under Applicable Law, there are no undertakings of any Acquired Company given in connection with any Governmental Grant. Each Acquired Company is in compliance with the terms, conditions, requirements and criteria of all Governmental Grants, except for any noncompliance with such Governmental Grants that would not cause have been provided to each Parent Group member. To the Company to lose a material benefit or incur any material liability and, except as set forth in Section 3.03(b)(iii) Knowledge of the Company Disclosure Schedule, has duly fulfilled all conditions, undertakings and other obligations relating thereto. Except as set forth in Section 3.03(b)(iv) of the Company Disclosure ScheduleParent, no Governmental Authority: (i) has awarded any participation or provided any support to any Acquired Company; or (ii) is or may become entitled to receive any royalties or other payments from any Acquired Company. (c) Section 3.03(c) of the Company Disclosure Schedule sets forth, with respect to each Governmental Grant referred to in Section 3.03 (b)(i) of the Company Disclosure Schedule: (i) the total amount of the benefits received by each Acquired Company under such Governmental Grant and the total amount of the benefits available for future use by each Acquired Company under such Governmental Grant; (ii) the time period in which each Acquired Company received, or will be entitled to receive, benefits under such Governmental Grant; and (iii) any Governmental Grant consisting of a Tax incentive (other than incentives generally available by operation of law without application or action by any Governmental Authority). No event has occurred, and no circumstance or condition existsexists (other than the intended consummation of the Transactions), that would or that could reasonably be expected to give rise to: (A) the annulment, revocation, withdrawal, suspension, cancellation, recapture or material adverse modification of any such Governmental Grant; (B) the imposition of any material limitation on any Governmental Grant or any benefit available in connection with any Governmental Grant; or (C) a requirement that any Acquired Company a member of such Parent Group return or refund any benefits provided therefor under any Governmental Grant. The consummation of the Acquisition Transaction pursuant to the terms of this Agreement: (1) will not adversely affect the ability of any Acquired Company to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously claimed incentive; and (2) will not result in (x) the failure of any Acquired Company to comply with any of the terms, conditions, requirements and criteria of any Governmental Grant or (yD) any claim by any Governmental Authority or other Person that any Acquired Company is required to return or refund, or that any Governmental Authority is entitled to recapture, any benefit provided under any Governmental Grant. Except as set forth in Section 3.03(c) of the Company Disclosure Schedule, no Consent applicability of any Governmental Authority Grant (and any limitation or other Person is required requirement arising therefrom) to be obtained prior to the consummation of the Acquisition Transaction pursuant to the terms of this Agreement in order to preserve the entitlement of any Acquired Company to any Governmental Grant its Parent Group, its business or to avoid any increase in royalty rates incurred by any Acquired Company under any such Governmental Grant or other change in the terms and conditions applicable to any Acquired Company under any such Governmental Grant. There is no intention to change the terms of any Governmental Grant, except as may result from generally applicable changes to the relevant laws and regulations thereunderassets.

Governmental Authorizations; Governmental Grants. (a) Section 3.03(a‎Section 5.04(a) of the Company Purchaser Disclosure Schedule identifies each material Governmental Authorization held by any Acquired Companythe Parent Group or used in the business of the Parent Group, and the Company Parent has delivered made available to Purchaser Companies and Selling Shareholders accurate and complete copies of all such Governmental Authorizations identified in Section 3.03(a) of the Company Disclosure Scheduleand any and all correspondence and amendments related thereto. The Governmental Authorizations identified in Schedule 3.03(a) of the Company ‎Section 5.04(a)of its Purchaser Disclosure Schedule are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary to enable the Acquired Companies Parent Group to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted. Each of the Acquired Companies Parent Group member is, and has at all times been, in material compliance with the terms and requirements of the respective Governmental Authorizations identified in Schedule 3.03(a) of ‎Section 5.04(a)of the Company Purchaser Disclosure Schedule, except for any noncompliance with any such Governmental Authorization that would not cause the Company to lose a material benefit or incur any material liability. Except as set forth in Section 3.03(a) of the Company Disclosure Schedule, none of the Acquired Companies has received any No written notice or other written communication from any Governmental Authority was received by Parent regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. (b) Section 3.03(b)(i‎Section 5.04(b) of the Company Purchaser Disclosure Schedule identifies each Governmental Grant (including with respect to “approved enterprise” status) that has been or is provided or available or applicable to any Acquired Company. Except as set forth on Section 3.03(b)(i) of the Company Disclosure Schedule, no Acquired Company has ever received any Governmental Grant. The Company has delivered to Purchaser accurate and complete copies of: (i) all applications and related documents and correspondence submitted by the Company to the Investment Center, the Office of the Chief Scientist and any other Governmental Authority; and (ii) all certificates of approval and letters of approval (and supplements thereto) granted to the Company by the Investment Center, the Office of the Chief Scientist and any other Governmental Authority. In each such application submitted by or on behalf of any Acquired Company, all information required by such application has been disclosed accurately and completely in all material respects and any non-material disclosures that are not accurate or complete would not cause the loss of the Governmental Grant obtained by such application. Except for undertakings set forth in such letters of approval and under Applicable Law, there are no undertakings of any Acquired Company given in connection with any Governmental Grant. Each Acquired Company is in compliance with the terms, conditions, requirements and criteria of all Governmental Grants, except for any noncompliance with such Governmental Grants that would not cause have been provided to each Parent Group member. To the Company to lose a material benefit or incur any material liability and, except as set forth in Section 3.03(b)(iii) Knowledge of the Company Disclosure Schedule, has duly fulfilled all conditions, undertakings and other obligations relating thereto. Except as set forth in Section 3.03(b)(iv) of the Company Disclosure ScheduleParent, no Governmental Authority: (i) has awarded any participation or provided any support to any Acquired Company; or (ii) is or may become entitled to receive any royalties or other payments from any Acquired Company. (c) Section 3.03(c) of the Company Disclosure Schedule sets forth, with respect to each Governmental Grant referred to in Section 3.03 (b)(i) of the Company Disclosure Schedule: (i) the total amount of the benefits received by each Acquired Company under such Governmental Grant and the total amount of the benefits available for future use by each Acquired Company under such Governmental Grant; (ii) the time period in which each Acquired Company received, or will be entitled to receive, benefits under such Governmental Grant; and (iii) any Governmental Grant consisting of a Tax incentive (other than incentives generally available by operation of law without application or action by any Governmental Authority). No event has occurred, and no circumstance or condition existsexists (other than the intended consummation of the Transactions), that would or that could reasonably be expected to give rise to: (A) the annulment, revocation, withdrawal, suspension, cancellation, recapture or material adverse modification of any such Governmental Grant; (B) the imposition of any material limitation on any Governmental Grant or any benefit available in connection with any Governmental Grant; or (C) a requirement that any Acquired Company a member of such Parent Group return or refund any benefits provided therefor under any Governmental Grant. The consummation of the Acquisition Transaction pursuant to the terms of this Agreement: (1) will not adversely affect the ability of any Acquired Company to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously claimed incentive; and (2) will not result in (x) the failure of any Acquired Company to comply with any of the terms, conditions, requirements and criteria of any Governmental Grant or (yD) any claim by any Governmental Authority or other Person that any Acquired Company is required to return or refund, or that any Governmental Authority is entitled to recapture, any benefit provided under any Governmental Grant. Except as set forth in Section 3.03(c) of the Company Disclosure Schedule, no Consent applicability of any Governmental Authority Grant (and any limitation or other Person is required requirement arising therefrom) to be obtained prior to the consummation of the Acquisition Transaction pursuant to the terms of this Agreement in order to preserve the entitlement of any Acquired Company to any Governmental Grant its Parent Group, its business or to avoid any increase in royalty rates incurred by any Acquired Company under any such Governmental Grant or other change in the terms and conditions applicable to any Acquired Company under any such Governmental Grant. There is no intention to change the terms of any Governmental Grant, except as may result from generally applicable changes to the relevant laws and regulations thereunderassets.

Governmental Authorizations; Governmental Grants. (a) Section 3.03(a‎Section 3.04(a) of the its Company Disclosure Schedule identifies each material Governmental Authorization held by any Acquired Companyits Company Group or used in the business of such Company Group, and the such Company has delivered made available to Purchaser accurate and complete copies of all such Governmental Authorizations identified in Section 3.03(a) of the Company Disclosure Scheduleand any and all correspondence and amendments related thereto. The Governmental Authorizations identified in Schedule 3.03(aSection 3.04(a) of the its Company Disclosure Schedule are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary to enable the Acquired Companies respective Company Group to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted. Each of the Acquired Companies Company Group member is, and has at all times been, in material compliance with the terms and requirements of the respective Governmental Authorizations identified in Schedule 3.03(aSection 3.04(a) of the its Company Disclosure Schedule, except for any noncompliance with any such Governmental Authorization that would not cause the Company to lose a material benefit or incur any material liability. Except as set forth in Section 3.03(a) of the Company Disclosure Schedule, none of the Acquired Companies has received any No written notice or other written communication from any Governmental Authority was received by such Company regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. (b) Section 3.03(b)(i‎Section 3.04‎(b) of the its Company Disclosure Schedule identifies each Governmental Grant (including with respect to “approved enterprise” status) that has been or is provided or available or applicable to any Acquired Company. Except as set forth on Section 3.03(b)(i) of the Company Disclosure Schedule, no Acquired Company has ever received any Governmental Grant. The Company has delivered to Purchaser accurate and complete copies of: (i) all applications and related documents and correspondence submitted by the Company to the Investment Center, the Office of the Chief Scientist and any other Governmental Authority; and (ii) all certificates of approval and letters of approval (and supplements thereto) granted to the Company by the Investment Center, the Office of the Chief Scientist and any other Governmental Authority. In each such application submitted by or on behalf of any Acquired Company, all information required by such application has been disclosed accurately and completely in all material respects and any non-material disclosures that are not accurate or complete would not cause the loss of the Governmental Grant obtained by such application. Except for undertakings set forth in such letters of approval and under Applicable Law, there are no undertakings of any Acquired Company given in connection with any Governmental Grant. Each Acquired Company is in compliance with the terms, conditions, requirements and criteria of all Governmental Grants, except for any noncompliance with such Governmental Grants that would not cause have been provided to each Company Group member. To the Company to lose a material benefit or incur any material liability and, except as set forth in Section 3.03(b)(iii) Knowledge of the Company Disclosure Schedule, has duly fulfilled all conditions, undertakings and other obligations relating thereto. Except as set forth in Section 3.03(b)(iv) of the Company Disclosure Schedulesuch Company, no Governmental Authority: (i) has awarded any participation or provided any support to any Acquired Company; or (ii) is or may become entitled to receive any royalties or other payments from any Acquired Company. (c) Section 3.03(c) of the Company Disclosure Schedule sets forth, with respect to each Governmental Grant referred to in Section 3.03 (b)(i) of the Company Disclosure Schedule: (i) the total amount of the benefits received by each Acquired Company under such Governmental Grant and the total amount of the benefits available for future use by each Acquired Company under such Governmental Grant; (ii) the time period in which each Acquired Company received, or will be entitled to receive, benefits under such Governmental Grant; and (iii) any Governmental Grant consisting of a Tax incentive (other than incentives generally available by operation of law without application or action by any Governmental Authority). No event has occurred, and no circumstance or condition existsexists (other than the intended consummation of the Transactions), that would or that could reasonably be expected to give rise toto : (A) the annulment, revocation, withdrawal, suspension, cancellation, recapture or material adverse modification of any such Governmental Grant; (B) the imposition of any material limitation on any Governmental Grant or any benefit available in connection with any Governmental Grant; or (C) a requirement that any Acquired a member of such Company Group return or refund any benefits provided therefor under any Governmental Grant. The consummation of the Acquisition Transaction pursuant to the terms of this Agreement: (1) will not adversely affect the ability of any Acquired Company to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously claimed incentive; and (2) will not result in (x) the failure of any Acquired Company to comply with any of the terms, conditions, requirements and criteria of any Governmental Grant or (yD) any claim by any Governmental Authority or other Person that any Acquired Company is required to return or refund, or that any Governmental Authority is entitled to recapture, any benefit provided under any Governmental Grant. Except as set forth in Section 3.03(c) of the Company Disclosure Schedule, no Consent applicability of any Governmental Authority Grant (and any limitation or other Person is required requirement arising therefrom) to be obtained prior to the consummation of the Acquisition Transaction pursuant to the terms of this Agreement in order to preserve the entitlement of any Acquired its Company to any Governmental Grant Group, its business or to avoid any increase in royalty rates incurred by any Acquired Company under any such Governmental Grant or other change in the terms and conditions applicable to any Acquired Company under any such Governmental Grant. There is no intention to change the terms of any Governmental Grant, except as may result from generally applicable changes to the relevant laws and regulations thereunderassets.