Common use of Governmental Grants Clause in Contracts

Governmental Grants. The Company has Made Available accurate and complete copies of (i) all applications and material correspondence submitted or received by the Company and its Subsidiaries to or from the IIA or to or from any other Governmental Authority in connection with a Governmental Grant or application therefore, and (ii) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to the Company and its Subsidiaries by the IIA or any other such Governmental Authority in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of the Company and its Subsidiaries, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company and its Subsidiaries have not made any misstatements of fact or disclosures that are not accurate or complete. Section 4.27 of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations of the Company and its Subsidiaries under each Governmental Grant with respect to royalties or other payments and (iii) the Owned Intellectual Property developed with the support of the Governmental Grants. Except for undertakings set forth in letters of approvals provided under any applicable Israeli law, there are no undertakings on the part of the Company and its Subsidiaries that were given in connection with any Governmental Grant by the Company and its Subsidiaries. The Company and its Subsidiaries are in compliance, in all material respects, with the terms, conditions, requirements and criteria of all Governmental Grants (including any reporting requirements) and has duly fulfilled all conditions, undertakings and other material obligations relating thereto. The Company and its Subsidiaries have not, prior to the date of this Agreement, transferred any Owned Intellectual Property that was developed with the support of IIA funding or in consequence thereof outside of Israel. No claim or challenge have been made by any Governmental Authority with respect to the entitlement of the Company and its Subsidiaries to any Governmental Grant or the compliance with the terms, conditions, obligations or laws relating to the Governmental Grants.

Governmental Grants. (a) Schedule 3.19(a) of the Company Disclosure Letter contains a complete and accurate list of the following information for each Governmental Grant that is currently in effect with respect to a Group Company or pursuant to which the Group Companies currently has any outstanding obligations: (i) the total amount of the benefits approved for and received by the applicable Group Company under such Governmental Grant and the total amount of the benefits available for future use by any Group Company under such Governmental Grant; (ii) the time period in which any Group Company received, or will be entitled to receive, benefits under such Governmental Grant; (iii) the type of revenues based on which royalty or other payments are required to be made under such Governmental Grant; (iv) the total amount of any payments made by the Group Company prior to the date of the Original Agreement with respect to such Governmental Grant; and (v) the amounts owed under such Governmental Grants and any accrued interest or other financial liabilities connected thereto. (b) Except as set forth on Schedule 3.19(b) of the Company Disclosure Letter, there are no pending applications for Governmental Grants by any Group Company. The Company has Made Available made available to the SPAC accurate and complete copies of (i) all applications certificates of approvals and material correspondence submitted or received letters of approval granted to the Group Companies by the Company and its Subsidiaries to Investment Center, the Innovation Authority or from the IIA or to or from by any other Governmental Authority Entity in connection with a Governmental Grant or application thereforeGrant, and (ii) all certificates any material undertakings of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to the a Group Company and its Subsidiaries by the IIA or any other such Governmental Authority in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of the Company and its Subsidiaries, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company and its Subsidiaries have not made any misstatements of fact or disclosures that are not accurate or complete. Section 4.27 of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations any other material documents, including correspondence and applications, relating to any Governmental Grant. Except as set forth on Schedule 3.19(b) of the Company Disclosure Letter, and its Subsidiaries under each Governmental Grant with respect to royalties or other payments and (iii) the Owned Intellectual Property developed with the support of the Governmental Grants. Except except for undertakings set forth in letters of approvals approvals, or provided under any applicable Israeli law, there are no material undertakings on the part of the any Group Company and its Subsidiaries that were given in connection with any Governmental Grant by Grant. Within the Company past three (3) years, the Group Companies are and its Subsidiaries. The Company and its Subsidiaries are have been in compliance, in all material respects, with the terms, conditions, requirements and criteria of all any Governmental Grants (including any reporting requirements) and has any applicable laws in connection thereto, and have duly fulfilled all the material conditions, undertakings undertakings, reporting and other material obligations relating thereto. The Company and its Subsidiaries have not, prior except for any non-material non-compliance or non-fulfillment that would not result in any material liability or loss to the date Group Companies. To the Knowledge of this Agreementthe Company, transferred in any Owned Intellectual Property that was developed with application in respect of a Governmental Grant submitted by or on behalf of a Group Company, the support of IIA funding or Group Companies disclosed all material information required by such application in consequence thereof outside of Israelan accurate and complete manner. No claim event has occurred, and no circumstance or challenge have been made by any Governmental Authority with respect condition exists, that could reasonably be expected to give rise to (A) the entitlement annulment, revocation, withdrawal, suspension, cancellation, recapture or material modification of the Company and its Subsidiaries to any Governmental Grant or any material benefit available in connection with any Governmental Grant; (B) the compliance imposition of any material limitation on any Governmental Grant or any material benefit available in connection with any Governmental Grant; (C) a requirement that a Group Company return or refund any material benefits provided under any Governmental Grant; or (D) an acceleration or increase of royalty payments obligation (including total royalty amount and royalty rate), or obligation to pay additional payments to any Governmental Entity other than prospective ongoing royalty payments, in each case, in a material amount. (c) Since the Reference Date, none of the Group Companies has received any notice from any Governmental Entity regarding: (i) any actual or possible violation of or failure to comply with any material term or requirement of any Governmental Grant; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Grant. To the Knowledge of the Company, no Group Company has been or is under an audit outside the Ordinary Course of Business regarding any Governmental Grant and, since the Reference Date, there are no controversies or disputes with any such authority regarding any Governmental Grant, nor have there been any such controversies or disputes. (d) To the Knowledge of the Company, the execution of this Agreement and the consummation of the Transactions (i) will not materially affect the ability of any Group Company to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously claimed incentive; and (ii) will not materially result in (A) the failure of any Group Company to comply with any of the terms, conditions, obligations requirements and criteria of any Governmental Grant or laws relating any applicable laws, regulations, ordinances or guidelines; or (B) any claim by any Governmental Entity or other person that a Group Company is required to return or refund, or that any Governmental Entity is entitled to recapture, any benefit provided under any Governmental Grant or that any Group Company is required to pay any amount to any Governmental Entity or other person due to this Agreement and the Transactions. (e) Except as disclosed on Schedule 3.19(e) of the Company Disclosure Letter, none of the Group Companies has developed any Intellectual Property to which any Group Company has any rights, through the application of any financing made available by any Governmental GrantsGrant through the assistance or use of the facilities of a university, college, other educational institution, research center, hospitals, medical centers or other similar institutions.

Governmental Grants. The Company has Made Available accurate and complete copies of (i) all applications and material correspondence submitted or received by the Company and its Subsidiaries to or from the IIA or to or from any other Governmental Authority in connection with a Governmental Grant or application therefore, and (ii) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to the Company and its Subsidiaries by the IIA or any other such Governmental Authority in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of the Company and its Subsidiaries, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company and its Subsidiaries have not made any misstatements of fact or disclosures that are not accurate or complete. Section 4.27 of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations of the Company and its Subsidiaries under each Governmental Grant with respect to royalties or other payments and (iii) the Owned Intellectual Property developed with the support of the Governmental Grants. Except for undertakings set forth in letters of approvals provided under any applicable Israeli law, there are no undertakings on the part of the Company and its Subsidiaries that were given in connection with any Governmental Grant by the Company and its 56 ACTIVE/110954383.28 Subsidiaries. The Company and its Subsidiaries are in compliance, in all material respects, with the terms, conditions, requirements and criteria of all Governmental Grants (including any reporting requirements) and has duly fulfilled all conditions, undertakings and other material obligations relating thereto. The Company and its Subsidiaries have not, prior to the date of this Agreement, transferred any Owned Intellectual Property that was developed with the support of IIA funding or in consequence thereof outside of Israel. No claim or challenge have been made by any Governmental Authority with respect to the entitlement of the Company and its Subsidiaries to any Governmental Grant or the compliance with the terms, conditions, obligations or laws relating to the Governmental Grants.

Governmental Grants. The Company has Made Available accurate and complete copies of (ia) all applications and material correspondence submitted or received by the Company and its Subsidiaries to or from the IIA or to or from any other Governmental Authority in connection with a Governmental Grant or application therefore, and (iiSchedule 3.20(a) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to the Company and its Subsidiaries by the IIA or any other such Governmental Authority in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of the Company Disclosure Letter contains a complete and its Subsidiaries, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company and its Subsidiaries have not made any misstatements of fact or disclosures that are not accurate or complete. Section 4.27 list of the Disclosure Schedule sets forthfollowing information for each Governmental Grant that is currently in effect with respect to a Group Company or pursuant to which the Group Companies currently has any outstanding obligations: (i) the aggregate total amount of each payment or transfer made on account the benefits approved for and received by the applicable Group Company under such Governmental Grant and the total amount of each the benefits available for future use by any Group Company under such Governmental Grant; and (ii) the aggregate outstanding monetary obligations time period in which any Group Company received, or will be entitled to receive, benefits under such Governmental Grant; (iii) the type of revenues based on which royalty or other payments are required to be made under such Governmental Grant; (iv) the total amount of any payments made by the Group Company and its Subsidiaries under each Governmental Grant prior to the date of this Agreement with respect to royalties or other payments and such Governmental Grant; (iiiv) the Owned Intellectual Property developed with the support of the based on such Governmental Grants. Except for undertakings ; and (vi) any restrictions with respect to the use, sale, license, assignment, lease, transfer or securitization of any Owned Intellectual Property listed pursuant to clause (v) other than such restrictions that are disclosed in the Financial Statements or such restrictions as set forth in letters of approvals provided under any applicable Israeli law, there are no undertakings on the part of the Company and its Subsidiaries that were given in connection with any Governmental Grant grant documents delivered by the Company prior to the date hereof. (b) The Group Companies are and its Subsidiaries. The Company and its Subsidiaries are have been in compliance, in all material respects, with the terms, conditions, requirements and criteria of all any Governmental Grants (including any reporting requirements) and has any applicable laws in connection thereto, and have duly fulfilled all the conditions, undertakings undertakings, reporting and other material obligations relating thereto. The Company and its Subsidiaries have not, prior thereto except for any non-material non-compliance or non-fulfillment that would not result in any material liability or loss to the date Group Companies. To the Knowledge of this Agreementthe Company, transferred any Owned Intellectual Property no event has occurred, and no circumstance or condition exists, that was developed with could reasonably be expected to give rise to (A) the support annulment, revocation, withdrawal, suspension, cancellation, recapture or material modification of IIA funding or in consequence thereof outside of Israel. No claim or challenge have been made by any Governmental Authority with respect to Grant; (B) the entitlement imposition of the Company and its Subsidiaries to any material limitation on any Governmental Grant or the compliance any material benefit available in connection with the termsany Governmental Grant; (C) a requirement that a Group Company return or refund any material benefits provided under any Governmental Grant; or (D) an acceleration or increase of royalty payments obligation (including total royalty amount and royalty rate), conditionsor obligation to pay additional payments to any Governmental Entity other than ongoing royalty payments, obligations or laws relating to the Governmental Grantsin each case, in a material amount.

Governmental Grants. (i) Section 2.12(d)(i) of the Disclosure Schedule identifies each Governmental Grant that has been or is provided to the Company or for which the Company has applied. Except as set forth on Section 2.12(d)(i) of the Disclosure Schedule, the Company has never received any Governmental Grant. The Company has Made Available provided to the Investor accurate and complete copies of of: (i) all applications and material related documents and correspondence submitted or received by the Company and its Subsidiaries to or from the IIA or to or from any other Governmental Authority governmental entity in connection with a Governmental Grant or application therefore, Grants and (ii) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued granted to the Company and its Subsidiaries by the IIA or any other such Governmental Authority governmental entity in connection with a Governmental Grant or application thereforeGrants. In each such application or report submitted by or on behalf of the Company and its SubsidiariesCompany, all information required by such application or report has been disclosed accurately and completely, completely in all material respectrespects, and the Company and its Subsidiaries have has not made any material misstatements of fact or and any non-material disclosures that are not accurate or complete. Section 4.27 of complete would not cause the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations loss of the Company and its Subsidiaries under each Governmental Grant with respect to royalties or other payments and (iii) the Owned Intellectual Property developed with the support of the Governmental Grantsobtained by such application. Except for undertakings set forth in letters of approvals provided under any applicable Israeli law, there There are no undertakings on the part of the Company and its Subsidiaries that were given in connection with any Governmental Grant by the Company and its SubsidiariesGrant. The Company and its Subsidiaries are is in compliance, in all material respects, compliance with the terms, conditions, requirements and criteria of all Governmental Grants, including all reporting requirements as per applicable law, except for any noncompliance with such Governmental Grants (including that would not cause the Company to lose a material benefit or incur any reporting requirements) material liability and has duly fulfilled all conditions, undertakings and other material obligations relating thereto. Except as set forth in Section 2.12(d)(i) of the Disclosure Schedule, no governmental entity: (i) has awarded any participation or provided any support to the Company; or (ii) is or may become entitled to receive any royalties or other payments from the Company. (ii) Section 2.12(d)(ii) of the Disclosure Schedule sets forth, with respect to each Governmental Grant referred to in 2.12(d)(i) of the Disclosure Schedule: (i) a complete and accurate report of the total amount of the benefits received by the Company under each Governmental Grant, the total amount of the benefits available for future use by the Company under each Governmental Grant and the aggregate amounts of all grants; (ii) the time period in which the 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 entity). No event has occurred, and no circumstance or condition exists, that would 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 the Company return or refund any benefits provided under any Governmental Grant. The Company has obtained all authorizations and its Subsidiaries have notapprovals necessary for the consummation of the purchase of the Transferred Assets pursuant to the terms of this Agreement in order to ensure that the purchase of the Transferred Assets: (1) will not adversely affect the ability of the 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 the Company to comply with any of the terms, conditions, requirements and criteria of any Governmental Grant, applicable laws, regulations, ordinances or guidelines or (y) any claim by any governmental entity or other Person that the Company is required to return or refund, or that any governmental entity is entitled to recapture, any benefit provided under any Company. Except as set forth in Section 2.12(d)(ii) of the Disclosure Schedule, no consent of any governmental entity or other Person is required to be obtained prior to the date consummation of the purchase of the Transferred Assets pursuant to the terms of this Agreement, transferred any Owned Intellectual Property that was developed with the support of IIA funding or Agreement in consequence thereof outside of Israel. No claim or challenge have been made by any Governmental Authority with respect order to preserve the entitlement of the Company and its Subsidiaries to any Governmental Grant or to avoid any increase in royalty rates incurred by the compliance with Company under any such Governmental Grant or other change in the terms, conditions, obligations or laws relating terms and conditions applicable to the Company under any such Governmental GrantsGrant. 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. No Governmental Grant imposes any restriction on the Company's use of any Intellectual Property developed with funds received under such Governmental Grant or gives the grantor of such Governmental Grant any rights in any such developed Intellectual Property. (iii) Except as set forth in Section 2.12(d)(iii) of the Disclosure Schedule, no items of Company Owned Intellectual Property were developed or derived from, in whole or in part, funding or resources provided by, or are subject to restriction, constraint, control, supervision, or limitations imposed by any Governmental Entity or regulatory authority.

Governmental Grants. (a) Schedule 3.19(a) of the Company Disclosure Letter contains a complete and accurate list of the following information for each Governmental Grant that is currently in effect with respect to a Group Company or pursuant to which the Group Companies currently has any outstanding obligations: (i) the total amount of the benefits approved for and received by the applicable Group Company under such Governmental Grant and the total amount of the benefits available for future use by any Group Company under such Governmental Grant; (ii) the time period in which any Group Company received, or will be entitled to receive, benefits under such Governmental Grant; (iii) the type of revenues based on which royalty or other payments are required to be made under such Governmental Grant; (iv) the total amount of any payments made by the Group Company prior to the date of this Agreement with respect to such Governmental Grant; and (v) the amounts owed under such Governmental Grants and any accrued interest or other financial liabilities connected thereto. (b) Except as set forth on Schedule 3.19(b) of the Company Disclosure Letter, there are no pending applications for Governmental Grants by any Group Company. The Company has Made Available made available to the SPAC accurate and complete copies of (i) all applications certificates of approvals and material correspondence submitted or received letters of approval granted to the Group Companies by the Company and its Subsidiaries to Investment Center, the Innovation Authority or from the IIA or to or from by any other Governmental Authority Entity in connection with a Governmental Grant or application thereforeGrant, and (ii) all certificates any material undertakings of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to the a Group Company and its Subsidiaries by the IIA or any other such Governmental Authority in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of the Company and its Subsidiaries, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company and its Subsidiaries have not made any misstatements of fact or disclosures that are not accurate or complete. Section 4.27 of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations any other material documents, including correspondence and applications, relating to any Governmental Grant. Except as set forth on Schedule 3.19(b) of the Company Disclosure Letter, and its Subsidiaries under each Governmental Grant with respect to royalties or other payments and (iii) the Owned Intellectual Property developed with the support of the Governmental Grants. Except except for undertakings set forth in letters of approvals approvals, or provided under any applicable Israeli law, there are no material undertakings on the part of the any Group Company and its Subsidiaries that were given in connection with any Governmental Grant by Grant. Within the Company past three (3) years, the Group Companies are and its Subsidiaries. The Company and its Subsidiaries are have been in compliance, in all material respects, with the terms, conditions, requirements and criteria of all any Governmental Grants (including any reporting requirements) and has any applicable laws in connection thereto, and have duly fulfilled all the material conditions, undertakings undertakings, reporting and other material obligations relating thereto. The Company and its Subsidiaries have not, prior except for any non-material non-compliance or non-fulfillment that would not result in any material liability or loss to the date Group Companies. To the Knowledge of this Agreementthe Company, transferred in any Owned Intellectual Property that was developed with application in respect of a Governmental Grant submitted by or on behalf of a Group Company, the support of IIA funding or Group Companies disclosed all material information required by such application in consequence thereof outside of Israelan accurate and complete manner. No claim event has occurred, and no circumstance or challenge have been made by any Governmental Authority with respect condition exists, that could reasonably be expected to give rise to (A) the entitlement annulment, revocation, withdrawal, suspension, cancellation, recapture or material modification of the Company and its Subsidiaries to any Governmental Grant or any material benefit available in connection with any Governmental Grant; (B) the compliance imposition of any material limitation on any Governmental Grant or any material benefit available in connection with any Governmental Grant; (C) a requirement that a Group Company return or refund any material benefits provided under any Governmental Grant; or (D) an acceleration or increase of royalty payments obligation (including total royalty amount and royalty rate), or obligation to pay additional payments to any Governmental Entity other than prospective ongoing royalty payments, in each case, in a material amount. (c) Since the Reference Date, none of the Group Companies has received any notice from any Governmental Entity regarding: (i) any actual or possible violation of or failure to comply with any material term or requirement of any Governmental Grant; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Grant. To the Knowledge of the Company, no Group Company has been or is under an audit outside the Ordinary Course of Business regarding any Governmental Grant and, since the Reference Date, there are no controversies or disputes with any such authority regarding any Governmental Grant, nor have there been any such controversies or disputes. (d) To the Knowledge of the Company, the execution of this Agreement and the consummation of the Transactions (i) will not materially affect the ability of any Group Company to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously claimed incentive; and (ii) will not materially result in (A) the failure of any Group Company to comply with any of the terms, conditions, obligations requirements and criteria of any Governmental Grant or laws relating any applicable laws, regulations, ordinances or guidelines; or (B) any claim by any Governmental Entity or other person that a Group Company is required to return or refund, or that any Governmental Entity is entitled to recapture, any benefit provided under any Governmental Grant or that any Group Company is required to pay any amount to any Governmental Entity or other person due to this Agreement and the Transactions. (e) Except as disclosed on Schedule 3.19(e) of the Company Disclosure Letter, none of the Group Companies has developed any Intellectual Property to which any Group Company has any rights, through the application of any financing made available by any Governmental GrantsGrant through the assistance or use of the facilities of a university, college, other educational institution, research center, hospitals, medical centers or other similar institutions.

Governmental Grants. The (a) To the Knowledge of Otonomo neither Otonomo nor any of its Subsidiaries has applied for or received any requirement or obligation relating to, any Governmental Grant, or amended or terminated, or waived any right or remedy related to, any Governmental Grant. (b) Xxxxxxx has delivered to the Company has Made Available accurate and complete copies of (i) all applications and material correspondence submitted or received by the Company and its Subsidiaries to or from the IIA or to or from any other Governmental Authority in connection with a Governmental Grant or application therefore, and (ii) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued granted to the Company and Otonomo or its Subsidiaries by the IIA or any other such Governmental Authority in connection with a Governmental Grant or application therefore. In each application therefor, received by Otonomo or report submitted by or on behalf of the Company and its Subsidiaries, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company and its Subsidiaries have not made and any misstatements of fact other material documents or disclosures that are not accurate or complete. Section 4.27 of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations of the Company and its Subsidiaries under each information regarding any Governmental Grant with respect to royalties or other payments and (iii) the Owned Intellectual Property developed with the support of the Governmental Grantsset forth in Schedule 3.25(b). Except for undertakings set forth in letters of approvals approvals, and any undertakings imposed on Otonomo or its Subsidiaries provided under any applicable Israeli lawlaw (including the Innovation Law), there are no undertakings on the part of the Company and which Otonomo or its Subsidiaries that were have given in connection with any Governmental Grant received by the Company and Otonomo or its Subsidiaries. (c) Schedule 3.25(c) of the Otonomo Disclosure Schedules sets forth a true and complete list of each pending and outstanding Governmental Grant from any Governmental Authority. The Company Without limiting the generality of the foregoing, Schedule 3.25(c) of the Otonomo Disclosure Schedules includes (i) the aggregate amounts of each Governmental Grant awarded to Otonomo or its Subsidiaries, (ii) the aggregate outstanding obligations thereunder with respect to royalties or other amounts payable by Otonomo or its Subsidiaries to any Governmental Authority, (iii) the outstanding amounts to be paid by any Governmental Authority to Otonomo or its Subsidiaries under any Governmental Grants, if any; and (iv) details of the relevant Otonomo Intellectual Property (including any knowhow) which is subject to the Law for Encouragement of Research, Development and Technological Innovation in the Industry, 5744–1984 and to the IIA regulations. To the Knowledge of Otonomo, Otonomo and its Subsidiaries are in compliance, in all material respects, with the terms, conditions, requirements and criteria of all any Governmental Grants and any applicable laws (including the Encouragement of Industrial Research, Development and Technological Innovation Law, 5744-1984) and any reporting requirements) regulations promulgated thereunder, and any ordinances, guidelines or rules published by the IIA or otherwise applicable (the “Innovation Law”), in connection thereto, including restrictions on the transfer of know-how and obligations relating to the payment of royalties, and has duly fulfilled fulfilled, in all material respects, the conditions, undertakings undertakings, reporting and other material obligations relating thereto. The Company and In any application in respect of Governmental Grant submitted by or on behalf of Otonomo or its Subsidiaries, to the Knowledge of Otonomo, Otonomo or its Subsidiaries have notdisclosed all material information required under applicable law in such application in an accurate and complete manner. (d) To the Knowledge of Otonomo, prior in the past three (3) years, no event has occurred, and no circumstance or condition exists, that would reasonably be expected to give rise to (i) the date revocation, withdrawal, suspension, cancellation, recapture or material modification of this Agreementany Governmental Grant received by Otonomo or its Subsidiaries; (ii) a requirement that Otonomo or its Subsidiaries return or refund any benefits provided under any Governmental Grant; or (iii) an acceleration or increase of royalty payments obligation (including total royalty amount and royalty rate), transferred or, obligation to pay additional payments to any Owned Intellectual Property that was developed Governmental Authority, in each case, other than ongoing royalty payments in connection with Governmental Grants received by Otonomo or its Subsidiaries. (e) To the support Knowledge of IIA funding or in consequence thereof outside of Israel. No Otonomo, no claim or challenge have been made by any Governmental Authority the IIA with respect to the entitlement of the Company and Otonomo or its Subsidiaries to any Governmental Grant Grants or the compliance with the terms, conditions, obligations or laws relating to the Governmental Grants and to the Knowledge of Otonomo, the IIA is not expected to make any claims in connection with Xxxxxxx’s obligations or restrictions under the Innovation Law. To the Knowledge of Otonomo, Otonomo and its Subsidiaries are not under an audit regarding any Governmental Grant and there are no pending controversies or disputes with any applicable Governmental Authority regarding any Governmental Grant. (f) To the Knowledge of Otonomo, the consummation of the transactions contemplated by this Agreement (i) will not adversely affect the ability of Otonomo or its Subsidiaries to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously received Governmental Grant, and (ii) will not result in (A) the failure of Otonomo or its Subsidiaries to materially comply with any of the terms, conditions, requirements and criteria of any Governmental Grant, Law, regulations, ordinances or guidelines related to such Governmental Grant or (B) any justified claim by any Governmental Authority or other Person that Otonomo or its Subsidiaries are required to return or refund, or that any Governmental Authority is entitled to recapture, any benefit provided under any Governmental Grant, or that Otonomo or its Subsidiaries are required to pay any additional amount to any Governmental Authority with respect to any Governmental Grant or other Person due to the transactions contemplated by this Agreement. (g) No consent of or notification to any Governmental Authority is required to be obtained prior to the consummation of the Closing in order to comply with the applicable law or the terms of the Governmental Grants.