Grants, Incentives and Subsidies. Section 2.22 of the Company Disclosure Letter provides a complete list, as of the date hereof, of all pending and outstanding grants, incentives, exemptions and subsidies from the Government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, granted to the Company or any of its Subsidiaries, including grant of Approved Enterprise Status from the Investment Center and grants from the OCS (collectively, “Grants”). The Company has made available to the Parent, prior to the date hereof, correct copies of all documents evidencing Grants submitted by the Company and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, and all material correspondence related thereto. Section 2.22 of the Company Disclosure Letter lists, as of the date hereof: (a) all material undertakings of the Company or any of its Subsidiaries given in connection with the Grants; (b) the aggregate amount of each Grant; (c) the aggregate outstanding obligations of the Company and its Subsidiaries under each Grant with respect to royalties; (d) the outstanding amounts to be paid by OCS to the Company or its Subsidiaries under the Grants, and (e) the composition of such obligations or amount by the product or product family to which it relates. The Company and the applicable Subsidiary is in compliance, in all material respects, with the terms and conditions of all Grants which have been approved and has duly fulfilled, in all material respects, all the undertakings required thereby to be fulfilled prior to the date hereof. Assuming compliance following the Closing by the Parent and the Surviving Company with any undertakings it may give with respect to the Grants that have been approved, the Company is not aware of any event or other set of circumstances which would reasonably be expected to lead to the revocation or material modification of any of the Grants that have been approved.
Grants, Incentives and Subsidies of the Company Disclosure Schedule provides a complete list, as of the date hereof, of all pending and outstanding grants, incentives, exemptions and subsidies (collectively, “Grants”) from the Government of the State of Israel or any agency thereof, or from any non-United States governmental or administrative agency, granted to Company, including (i) grant of Approved Enterprise Status from the Investment Center and grants from OCS. Section 3.22 of the Company Disclosure Schedule lists, as of the date hereof: (a) the aggregate amount of each Grant; (b) the aggregate outstanding obligations of the Company under each Grant with respect to royalties; (c) the outstanding amounts to be paid by OCS to the Company. The Company has made available to Parent, prior to the date hereof, correct copies of all documents evidencing Grants submitted by the Company and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, and all material correspondence related thereto. The Company is in compliance, in all material respects, with the terms and conditions of all Grants has duly fulfilled, in all material respects, all the undertakings required thereby. To the Knowledge of the Company, there are no events or other set of circumstances which would reasonably be expected to lead to the revocation or material modification of any of the Grants.
Grants, Incentives and Subsidies. Section 2.23 of the Disclosure Letter provides a true and complete list of all pending, previously issued and outstanding loans or grants from the OCS, Approved Enterprise Status from the Investment Center and other grants, material direct incentives and material direct subsidies (each, a "GRANT" and collectively, "GRANTS") from the Government of the State of Israel or any agency thereof, or from any other Governmental Entity, granted to the Company or any Subsidiary, together with a description of the period for which such Grant applies or applied. The Company has not transferred any Software, technology or Intellectual Property, including "know how" within the meaning given such term under the Encouragement of Industrial Research and Development Law, 5744-1984 (the "KNOW HOW"), outside of the State of Israel that is subject to restrictions of the OCS other than any in connection with the transfer outside of Israel of the object code form of the Company's Software products. The Company has made available to Parent, prior to the date hereof, true, correct and complete copies of all documents evidencing Grants submitted by the Company or any Subsidiary and of all letters of approval, and supplements thereto, granted to the Company or any Subsidiary, except documents that do not contain any information materially different than the information contained in the documents provided to Parent. Without limiting the generality of the foregoing, Section 2.23 of the Disclosure Letter includes a detailed explanation of the terms of each Grant, including the aggregate amounts of each Grant, the material terms thereof, and the aggregate amounts to be paid by the relevant Governmental Entity to the Company or any Subsidiary. The Company and Subsidiaries do not have, and after the Effective Time, none of Parent, the Surviving Company or any of their affiliates will have, any outstanding or future obligations to pay any royalties to any Governmental Authority as a result of or related to any Grant in excess of $200,000 in the aggregate. The Company does not have any currently outstanding Grants from the OCS or the Investment Center and does not have any other currently outstanding Grants with an aggregate value in excess of $200,000. The Company and each Subsidiary has complied and is in compliance, in all material respects, with the terms and conditions of each Grant and, except as disclosed in Section 2.23 of the Disclosure Letter, has duly fulfilled, in all material re...
Grants, Incentives and Subsidies. The Company has made available to Parent copies of all material documents evidencing all pending and outstanding grants, incentives, exemptions and subsidies from the government of the State of Israel or any agency thereof, or from any other Governmental Authority, granted to the Company or any of its Subsidiaries, including the grant of Approved Enterprise Status from the Investment Center and grants from the OCS (collectively, "Grants") and of all related material letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, and all material correspondence related thereto for the period after January 1, 2007. The Company and the applicable Subsidiary is in compliance, in all material respects, with the terms and conditions of all Grants which have been approved and has duly fulfilled, in all material respects, all the undertakings required thereby.
Grants, Incentives and Subsidies. The Company has made available to the Parent, prior to the date hereof, correct copies of all documents evidencing all pending, outstanding and granted grants, incentives, exemptions and subsidies from the Government of the State of Israel or any agency thereof, or from any other Governmental Entity, granted to the Company or any of its Subsidiaries, including the grant of Approved Enterprise Status from the Investment Center and grants from the OCS (collectively, "Grants") and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, and all material correspondence related thereto. The Company and the applicable Subsidiary is in compliance, in all material respects, with the terms and conditions of all Grants which have been approved and has duly fulfilled, in all material respects, all the undertakings required thereby. Assuming compliance by the Parent with any undertakings it may give with respect to the Grants that have been approved, the Company is not aware of any event or other set of circumstances which would reasonably be expected to lead to the revocation or material modification of any of the Grants that have been approved.
Grants, Incentives and Subsidies. Schedule 3.21 provides a correct -------------------------------- and complete list of the aggregate amount of pending and outstanding grants from each Governmental Body of the State of Israel, or from any other Governmental Body, to the Company or any Subsidiary, net of royalties paid, and any tax incentive or subsidy granted to the Company or any Subsidiary, including the material terms and benefit periods thereof (collectively, "Grants") including, without limitation, (i) Approved Enterprise Status from the Israeli Investment Center; and (ii) Grants from the Office of the Chief Scientist of the Israel Ministry of Industry and Trade ("OCS"). The Company has made available to Buyer, prior to the date hereof, correct and complete copies of all letters of approval, and supplements thereto, granted to the Company or any Subsidiary relating to Approved Enterprise Status from the Investment Center and Grants under from the OCS. Except for undertakings set forth in such letters of approval and undertakings under applicable laws and regulations, there are no material undertakings of the Company or any Subsidiary given in connection with the Grants. The Company and each of Subsidiary are in compliance, in all material respects, with the terms and conditions of such Grants and, except as disclosed in Schedule 3.21, have duly fulfilled, in all material respects, all the undertakings relating thereto. The Company's application to the Israeli Investment Center with respect to Fab-2 was submitted on May 17, 2000 and was previously provided to Buyer (the "Investment Center Application"). To the extent that there are changes to the assumptions contained in the Investment Center Application as submitted, they are reflected in the Business Plan. The Investment Center Application complies as to form with all Legal Requirements.
Grants, Incentives and Subsidies. The Company has not received, and has no pending application for any Israeli government grants, incentives or subsidies including, without limitation, (i) Approved Enterprise Status from the Investment Center, (ii) grants from the Fund for the Encouragement of Overseas Marketing, (iii) grants from the Office of the Chief Scientist or (iv) any bi-national or multi-national research and development fund.
Grants, Incentives and Subsidies. The SEC Documents describe outstanding grants, incentives, exemptions and subsidies from the government of the State of Israel or any agency thereof, or from any other Governmental Entity, granted to the Company or any of its Subsidiaries, including the grant of Approved Enterprise Status from the Investment Center and grants from the Office of the Chief Scientist of the Israeli Ministry of Trade, Industry and Labor (“OCS”). The Company and the applicable Subsidiary is in compliance, in all material respects, with the terms and conditions of all such grants which have been approved and has duly fulfilled, in all material respects, all the undertakings required thereby. The Company’s contingent liabilities to the OCS are disclosed in the notes to the financial statements of the Company contained in the SEC Documents.
Grants, Incentives and Subsidies. Section 4.26 of the Company Disclosure Schedule provides a complete list, as of the date hereof, of all pending and outstanding grants, incentives, exemptions, tax reductions and subsidies (collectively, “Grants”) from the Government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, granted to Company, including, without limitation, grant of Approved Enterprise Status from the Investment Center and grants from OCS. The Company has made available to Parent, prior to the date hereof, correct copies of all documents evidencing Grants submitted by the Company and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, and all material correspondence related thereto. Section 4.26 of the Company Disclosure Schedule lists, as of the date hereof (i) all material undertakings of Company given in connection with the Grants, (ii) the aggregate amount of each Grant, (iii) the aggregate outstanding obligations of the Company under each Grant with respect to royalties, (iv) the outstanding amounts to be paid by OCS to the Company, (v) the composition of such obligations or amount by the product or product family to which it relates, and (vi) with respect to Grants which are tax incentives, exemptions or reductions, if any, the rate of the reduced tax and the period of time for which the reduced tax rate is applicable. The Company is in compliance, in all material respects, with the terms and conditions of all Grants and, except as disclosed in Section 4.26 of the Company Disclosure Schedule, has duly fulfilled, in all material respects, all the undertakings required thereby. The Company has not received written notice of the revocation or material modification of any of the Grants.
Grants, Incentives and Subsidies. Neither the Company, nor any Company Subsidiary, has received any grants, incentives or subsidies from any Governmental Authority. Neither the Company, nor any Company Subsidiary, is subject to any obligation to pay royalties in connection with the sales of its products or the provision of its services.
