Common use of Grants, Incentives and Subsidies Clause in Contracts

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. Section 2.22 2.24 of the Company Disclosure Letter provides a complete list, as of the date hereof, list of all pending and outstanding grants, incentives, exemptions incentives 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 the Company or any of its SubsidiariesCompany, including grant of including, without limitation, (i) Approved Enterprise Status from the Investment Center and (ii) grants from the OCS (collectively, “Grants”)OCS. 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 2.24 of the Company Disclosure Letter lists, as of the date hereof: (a) details all material undertakings of the Company or any of its Subsidiaries given in connection with the Grants; (b) . Without limiting the generality of the above, Section 2.24 of the Company Disclosure Letter includes the aggregate amount amounts of each Grant; (c) , and the aggregate outstanding obligations thereunder of the Company and its Subsidiaries under each Grant with respect to royalties; (d) , or the outstanding amounts to be paid by the 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 their respective Grants which and, except as disclosed in Section 2.24 of the Company Disclosure Letter hereto, have been approved and has duly fulfilled, in all material respects, all the undertakings required thereby to be fulfilled prior to the date hereofrelating thereto. 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 might lead to the revocation or material modification of any of the Grants that have been approvedGrants. Subject to the receipt of the approvals set forth in Section 2.24 of the Company's Disclosure Letter and compliance by the Surviving Corporation with the applicable requirements and conditions, to the Company's knowledge, the consummation of the Merger will not adversely affect the remaining duration of any material tax incentive granted to the Company or require any recapture of any previously claimed incentive, and no consent or approval of any Governmental Entity is required, other than as contemplated by the Disclosure Letter, prior to the consummation of the Merger in order to preserve the entitlement of the Surviving Corporation or its subsidiaries to any such incentive.

Grants, Incentives and Subsidies. (a) Section 2.22 2.30(a) of the Company Disclosure Letter Schedule provides a complete list, as of the date hereof, list 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 foreign governmental or administrative agencynon-Israeli Governmental Entity, granted to the Company or any of its SubsidiariesIsraeli Subsidiary, including grant of Approved Enterprise Status from including, without limitation, (i) the Investment Center Center, (ii) the OCS; (iii) the BIRD Foundation and grants from any other similar governmental or government-related entity, and (iv) the OCS Income Tax Authorities. (collectively, “Grants”). b) The Company has made available to the Parent, prior to the date hereof, Buyer correct copies of all documents evidencing Grants submitted by Company or the Company Israeli Subsidiary and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, and all material correspondence related thereto. Israeli Subsidiary. (c) Section 2.22 2.30(c) of the Company Disclosure Letter lists, as of the date hereof: (a) Schedule details all material undertakings of the Company or any of its Subsidiaries and the Israeli Subsidiary given in connection with the Grants; (b. Without limiting the generality of the foregoing, Section 2.30(c) of the Disclosure Schedule includes the aggregate amount amounts of each Grant; (c) , and the aggregate outstanding obligations of the Company and its Subsidiaries under each Grant Israeli Subsidiary thereunder with respect to royalties; (d) , or the outstanding amounts to be paid by the OCS to the Company or its Subsidiaries under the Grants, Israeli Subsidiary and (e) the composition of such obligations or amount by the product or product family to which it relates. . (d) The Company and the applicable Israeli Subsidiary is are in compliance, in all material respects, with the terms and conditions of all the respective Grants which and 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 relating thereto. (e) The Company is not aware of any event or other set of circumstances which that would reasonably be expected to lead to the revocation or material modification of any of the Grants that have been approvedGrants.

Grants, Incentives and Subsidies. Section 2.22 4.18 of the Company Disclosure Letter Schedule provides a true, complete list, as of the date hereof, of and correct list all pending and outstanding grants, incentives, exemptions incentives 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 and any of its SubsidiariesCompany Subsidiary, including grant of Approved Enterprise Status from the Investment Center and grants from the OCS (collectively, “Government Grants”). The Company has made available to the ParentBuyer true, prior to the date hereof, complete and correct copies of all documents evidencing Government Grants submitted by the Company and any Company Subsidiary (or transferred or assigned or purchased by the Company and any Company Subsidiary) and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the CompanyCompany and any Company Subsidiary, and all material correspondence related thereto. Section 2.22 4.18(b) of the Company Disclosure Letter lists, as of the date hereofSchedule sets forth: (a) all material undertakings of the Company or any of its and the Company Subsidiaries given in connection with the Government Grants; (b) the aggregate amount of each Government Grant; (c) the aggregate outstanding obligations of the Company and its Subsidiaries each Company Subsidiary under each Government Grant with respect to royaltiesroyalties or other payments; (d) the outstanding amounts to be paid by the OCS to the Company or its Subsidiaries and any Company Subsidiary under the Government Grants, if any, and (e) the composition of such obligations or amount by the patent, other Intellectual Property, product or product family to which it relates. The Company and the applicable each Company Subsidiary is are in compliance, in all material respects, with the terms and conditions of all Grants Government Grants, which have been approved approved, and has have duly fulfilled, in all material respects, all the undertakings required thereby to be fulfilled prior to fulfilled. To the date hereof. Assuming compliance following Knowledge of the Closing by the Parent and the Surviving Company with any undertakings it may give with respect to the Grants that have been approvedCompany, the Company there is not aware of any no event or other set of circumstances which would reasonably be expected to lead to the revocation or material modification of any of the Government Grants that have been approved.

Grants, Incentives and Subsidies. Section 2.22 2.20 of the Company Disclosure Letter Schedule provides a complete list, as of the date hereof, list of all pending and outstanding grants, incentives, exemptions incentives and subsidies (collectively, “Grants”) from the Government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agencyGovernmental Entity, granted to the Company or and/or any of its SubsidiariesSubsidiary thereof, including grant of including, without limitation, (i) Approved Enterprise Status from the Investment Center and (ii) grants from the OCS Office of the Chief Scientist. (collectively, “Grants”). The Company a) Seller has made available to the ParentPurchaser, prior to the date hereof, correct copies of all documents evidencing Grants submitted by the Company and any Subsidiary thereof and of all related letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, Company and all material correspondence related thereto. any Subsidiary thereof. (b) Section 2.22 2.20(b) of the Company Disclosure Letter lists, as of the date hereof: (a) Schedule details all material undertakings of the Company or any of and its Subsidiaries given in connection with the Grants; . (bc) Without limiting the generality of the foregoing, Section 2.20(c) of the Disclosure Schedule includes the aggregate amount amounts of each Grant; (c) , the aggregate outstanding obligations thereunder of the Company and its Subsidiaries under each Grant any Subsidiary thereof with respect to royalties; (d) royalties or the outstanding amounts to be paid by OCS the Office of the Chief Scientist to the Company or its Subsidiaries under the Grants, any Subsidiary thereof and (e) the composition of such obligations or amount amounts by the product or product family to which it relates. The . (d) To Seller’s knowledge, each of the Company and the applicable Subsidiary any of its Subsidiaries is in compliance, in all material respects, with the terms and conditions of all their respective Grants which have been approved and has duly fulfilled, in all material respects, fulfilled 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 relating thereto. (e) Seller is not aware of any event or other set of circumstances which would reasonably be expected to might lead to the revocation or material modification of any of the Grants that have been approvedGrants. (f) This Agreement, the Related Agreements, and the consummation of the transactions contemplated hereby and thereby will not adversely affect the remaining duration of any material Tax incentive granted to the Company or any Subsidiary thereof or require any recapture of any previously claimed incentive, and no consent or approval of any Governmental Entity is required, other than as expressly contemplated by this Agreement, prior to the consummation of the transactions contemplated by this Agreement in order to preserve the entitlement of the Company or of any Subsidiary thereof to any such incentive.

Grants, Incentives and Subsidies. Section 2.22 3.22 of the Company Disclosure Letter provides a complete list, as of the date hereof, list of all pending and outstanding grants, incentives (including, Tax incentives, exemptions ) 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 the Company or any of its Subsidiaries, including grant of including, without limitation, (i) Approved Enterprise Status from the Investment Center and grants Center, (ii) Grants from or administered by the OCS or by The Director General of the Israeli Ministry of Industry and Trade, (collectivelyiii) the Israel-US Binational Industrial Research and Development Foundation (BIRD), “Grants”(iv) the Magnet DPI 2000 Program ("DPI 2000"), and (v) the Print IT Program administered by the European Union ("PRINT IT"). The Section 3.22 of the Company has made available to the Parent, prior to the date hereof, Disclosure Letter includes correct copies of all documents evidencing Grants submitted by the Company or any of its Subsidiaries, all applications submitted in connection with any Grants and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the CompanyCompany or any of its Subsidiaries and, without derogating from the generality of the foregoing, in respect of Tax incentives, the period for which Tax incentives apply and all material correspondence related theretothe nature of such Tax incentives. Section 2.22 3.22 of the Company Disclosure Letter lists, as details and attaches copies of the date hereof: (a) all material undertakings of the Company or any of its Subsidiaries given in connection with the Grants; (b) . Without limiting the generality of the above, Section 3.22 of the Company Disclosure Letter includes the aggregate amount amounts of each Grant; (c) , and the aggregate outstanding obligations thereunder of the Company and or any of its Subsidiaries under each Grant with respect to royalties; (d) , or the outstanding amounts to be paid by the OCS to the Company or any of 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 its Subsidiaries are in compliance, in all material respects, with the terms and conditions of all their respective Grants which and have been approved and has duly fulfilled, in all material respects, all the undertakings required thereby to be fulfilled prior to relating thereto. 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 approvedCompany's knowledge, the Company is not aware of any event or other set of circumstances which would reasonably be expected to might lead to the revocation or material modification of any of the Grants Grants. All Intellectual Property created, discovered, arising or resulting from any research or development that have has, directly or indirectly, in whole or in part, been approvedfunded or financed by any Grant ("GRANT FUNDED IP") is Company Intellectual Property, the exclusive ownership, right and title in respect thereof vests in the Company or its Subsidiaries.

Grants, Incentives and Subsidies. Except as set forth in Section 2.22 3.35 of the Company Disclosure Letter provides a complete listSchedule, as neither the Company nor any Company Subsidiary has received any grants, incentive and subsidy programs ("Grants") from any Governmental Entity, including but not limited to (a) Approved Enterprise Status granted by the Investment Center of the Israeli Ministry of Industry and Trade, (b) Grants under Certificates of Approval of the Chief Scientist of the Israeli Ministry of Industry and Trade, and (c) Grants from the Israeli Fund for the Promotion of Marketing. Except as set forth in Section 3.35 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has paid to date hereof, any royalties to the Office of the Chief Scientist on account of any Grants. Correct copies of all pending and outstanding grants, incentives, exemptions and subsidies from material applications submitted by the Government of the State of Israel Company or any agency thereof, Company Subsidiary to any Governmental Entity with respect to any Grants (including all rights and obligations with respect to any Grants which were transferred to the Company or any Company Subsidiary from any foreign governmental Shareholder or administrative agencythird party), and copies of all letters of approval, and supplements thereto, granted to the Company or any of its Subsidiaries, including grant of Approved Enterprise Status from the Investment Center Company Subsidiary with respect to any Grants and grants from the OCS (collectively, “Grants”). The all undertakings made by any Company has or any Company Subsidiary with respect to such Grants have been provided or 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 relatesPurchaser. The Company and the applicable Subsidiary is Company Subsidiaries are in compliance, in all material respects, compliance with the terms and conditions of the Grants and have fulfilled all Grants which have been approved the undertakings and has duly fulfilled, obligations relating thereto in all material respects, all . To 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, knowledge of the Company there is not aware of any no event or other set of circumstances which would reasonably be expected to might lead to the revocation annulment or material modification limitation of any of the Grants. Schedule 3.35 sets forth the amount of Grants that have been approvedapproved by the Office of the Chief Scientist under each certificate of approval and the amount of Grants actually received by the Company under each such certificate of approval.

Grants, Incentives and Subsidies. Section 2.22 of the Company Disclosure Letter Schedule 4.4 hereto provides a complete list, as of the date hereof, list of all pending and outstanding grants, incentives, exemptions incentives and subsidies ("Grants") from the Government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, granted thereof to the Company or any Subsidiary, including, without limitation, (a) Approved Enterprise Status and (b) grants from the office of its Subsidiaries, including grant the Chief Scientist. Correct copies of all applications submitted by the Company or any Subsidiary to the Investment Center for receipt of Approved Enterprise Status from in accordance with the Encouragement of Capital Investments Law -- 1959 ("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 Center") and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the CompanyCompany or to any Subsidiary by the Investment Center have been provided to Buyer. Schedule 4.4 details the nature of the Grants, and all material correspondence related thereto. Section 2.22 of the Company Disclosure Letter lists, as of the date hereof: (a) terms and conditions thereof and all material undertakings of the Company or any of its Subsidiaries given in connection with the Grants. Schedule 4.4 lists with respect to each grant that the Company or any of its Subsidiaries received or is entitled to receive from (x) the Chief Scientist and (y) the Israel-United States Binational Industrial Research and Development Foundation ("BIRD"), the following information: (i) the total amount of the grant received by the Company or any of its Subsidiaries and the amount available for future use by the Company or any of its Subsidiaries; (bii) the aggregate time period in which the Company or any of its Subsidiaries received, or will be entitled to receive, each grant; (iii) a general description of the research and development program for which such grant was approved; (iv) the royalty repayment schedule applicable to such grant and the total repayment due; (v) the type of revenues from which royalty payments should be made; and (vi) the total amount of each Grant; (c) royalties paid as of an unidentified recent date and the aggregate outstanding total royalty obligations which accrue as of the such date. 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 are in compliance, in all material respects, with the terms and conditions of all the Grants which have been approved and and, except as disclosed in Schedule 4.4 hereto, has duly fulfilled, in all material respects, all the undertakings required thereby to be fulfilled prior to the date hereofrelating thereto. 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 The Company is not aware unaware of any event or other set of circumstances which would reasonably be expected to might lead to the revocation annulment or material modification limitation of any of the Grants that have been approvedGrants.

Grants, Incentives and Subsidies. Section 2.22 of the Company Disclosure Letter Schedule 5.7 provides a complete list, as of the date hereof, list of all pending and outstanding grants, incentives, exemptions exemptions, tax reductions and subsidies (collectively, “Grants”) from the Government of the State of Israel or any agency thereof, or from form any foreign governmental or administrative agency, granted to the Company or any of its SubsidiariesCompany, including including, without limitation, grant of “Approved Enterprise Enterprise” or “Benefited Enterprise” Status under the Law for the Encouragement of Capital Investments, 1959 (the “Encouragement Law”) from the Investment Center of the Ministry of Trade, Industry and Labor (the “Investment Center”) and grants from the OCS (collectively, “Grants”)and or BIRD Foundation. The Company Seller has made available to the ParentBuyer, prior to the date hereof, correct copies of all documents evidencing Grants submitted by the Company Seller and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the CompanySeller, and all material correspondence related thereto. Section 2.22 of the Company Disclosure Letter Schedule 5.7 lists, as of the date hereof: hereof (ai) all material undertakings of the Company or any of its Subsidiaries Seller given in connection with the Grants; , (bii) the aggregate amount of each Grant; , (ciii) the aggregate outstanding obligations of the Company and its Subsidiaries Seller under each Grant with respect to royalties; , (div) the outstanding amounts to be paid by OCS to the Company or its Subsidiaries under the GrantsSeller, and (ev) the composition of such obligations or amount by the product or product family to which it relates. The Company , and (vi) with respect to Grants which are tax incentives, exemptions or reductions, if any, the rate of the reduced tax and the applicable Subsidiary period of time for which the reduced tax rate is applicable. Seller is in compliance, in all material respects, with the terms and conditions of all Grants which have been approved and and, except as disclosed in Schedule 5.7, has duly fulfilled, in all material respects, all the undertakings required thereby to be fulfilled prior to the date hereofthereby. 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 Seller has not aware received written notice 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 Grants. Seller has not been approvednor to its best knowledge is currently a party to any pending examination, audit, action or administrative or judicial proceeding (including by the Investment Center) relating to its status (or the status of its facilities) as an “Approved Enterprise” or “Benefited Enterprise” under the Encouragement Law.

Grants, Incentives and Subsidies. Section 2.22 3.30 of the Company Disclosure Letter Schedule provides a complete list, as of the date hereof, list of all pending and outstanding grants, incentives, exemptions incentives and subsidies from other than: (i) the Government of the State of Israel Scientific Research and Experimental Development Tax Incentive Program; or any agency thereof(ii) incentive or subsidies made generally available to all taxpayers which do not require substantive submissions or filings (collectively, or “Grants”) from any Canadian or foreign governmental Governmental or administrative agencyRegulatory Authority, granted to the Company or any of its Subsidiaries which affected (i) the Company Financials or (ii) any of the terms and conditions of which currently apply 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 ParentBuyer, prior to the date hereof, correct copies of all documents evidencing Grants submitted and/or received by the Company or any of its representatives in respect of the 4 years immediately preceding the date of this Agreement 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 and any other applicable correspondence. Each 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, compliance with the terms and conditions of all its Grants which have been approved and the Laws applicable thereto and has duly fulfilled, in fulfilled all material respectsobligations and undertakings relating thereto. Except as disclosed on Section 3.30 of the Company Disclosure Schedule, all the undertakings required thereby to of such Grants will be fulfilled prior available to the date hereofCompany and its Subsidiaries after the completion of the transactions contemplated hereby. 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 The Company is not aware of any event or other set of circumstances which would reasonably be expected to might lead to the revocation or material modification of any of the Grants. Except with respect to the Grants that disclosed on Section 3.30 of the Company Disclosure Schedule, no funding, facilities or personnel of any Governmental or Regulatory Authority or any public or private university, college or research institution were provided to the Company or any of its Subsidiaries or used to develop or create or have been approvedcontributed to, directly or indirectly and in whole or in part, any Company Intellectual Property, and such Section of the Company Disclosure Schedule describes all Contracts with respect to such matters.