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. 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. (a) Section 2.22 2.13(a) of the Company SNL 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(collectively, and including grant of Approved Enterprise Status from without limitation, the Investment Center and grants from the OCS (collectivelyIIA, “Grants”). The Company has made available to the ParentBuyer, prior to the date hereoftrue, correct and complete 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 2.13 of the Company SNL 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, compliance with the terms and conditions of all 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 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 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 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. All Intellectual Property created, discovered, arising or resulting from any research or development that has, directly or indirectly, in whole or in part, been funded 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. Section 3.22 of the Company Disclosure Letter details all Grant Funded IP and the relevant Grant that funded or financed the same. To the extent any Grant Funded IP is registered in the name of, or is owned or vests in the Company or any of its non-Israeli Subsidiaries the Company 28 and its Subsidiaries have received all necessary Approvals (including, Approvals required pursuant to Section 19 of the Israeli Encouragement of Industrial Research and Development Law 1984 and Approvals as may be required pursuant to the terms of any letter of undertakings given in connection therewith) in connection with the transfer to, registration or ownership of such Grant Funded IP by, the Company or its non-Israeli Subsidiaries as aforesaid. Copies of such Approvals are attached to Section 3.22 of the Company Disclosure Letter. Save in respect to those limited items of Grant Funded IP detailed in Section 3.22 of the Company Disclosure Letter that arose or resulted from research funded, as aforesaid, by Grants received by the Company or any of its Subsidiaries within the framework of the DPI 2000 (such Grant Funded IP, the "MAGNET IP"), none of the Grant Funded IP is subject, under the terms of any Grant, as a result of receiving such Grant or under the rules of the DPI 2000 or the Print IT, to licenses to third parties. All rights of any third parties, under the terms of the DPI 2000 or the Print IT, in and to the Grant Funded IP are detailed in Section 3.22 of the Company Disclosure Letter. Except for the approvals of the Investment Center and the OCS referred to in Section 6.11(a)(iii) below, no consent or approval of any Person or any Governmental Entity is required, by reason of the consummation of the Offer or any of the transactions contemplated hereunder, in order to preserve the entitlement of the Company or any of its Subsidiaries to any of the Grants. The Grant Funded IP is not Company Core Technology. The Magnet IP does not constitute Intellectual Property that is material to the business of the Company or any of its Subsidiaries. No government funding, facilities of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Core Technology. Further, all activities related to the Company's (or any of its Subsidiaries) overall involvement in the DPI 2000 or the Print IT, or any other similar program, have been approvedat all times kept fully separated from all other development activities and no Intellectual Property or Intellectual Property Right has been, or could be construed as being, tainted as a result of the Company's (or any of its Subsidiaries) membership, participation (or overall involvement with) in the DPI 2000 or the Print IT or any other similar program.

Grants, Incentives and Subsidies. Section 2.22 2.13 of the Company SKS 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 ParentBuyer, 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 2.13 of the Company SKS Disclosure Letter lists, as of the date hereofAgreement Date: (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 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 3.21 of the Company Disclosure Letter 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 government of the State of Israel or any agency thereof, or from any foreign non-United States governmental or administrative agency, granted to the Company or any of its Subsidiaries, including a 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 theretoOCS. Section 2.22 3.21 of the Company Disclosure Letter Schedule 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; (cb) the aggregate outstanding obligations of the Company and its Subsidiaries under each Grant with respect to royalties; and (dc) the outstanding amounts to be paid by OCS to the Company or and its Subsidiaries under the Grants, and (e) the composition of such obligations or amount by the product or product family to which it relatesSubsidiaries. The Company has made available to Parent, prior to the date hereof, correct copies of all material documents evidencing Grants submitted by the Company and its Subsidiaries and of all material letters of approval, certificates of completion, and supplements and amendments thereto, granted to the applicable Subsidiary is in complianceCompany and its Subsidiaries, in and all material correspondence related thereto. In all material respects, the Company and its Subsidiaries are in compliance with the terms and conditions of all Grants which have been approved and has duly fulfilled, in all material respects, fulfilled all the material undertakings required thereby to be fulfilled prior to thereby. 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 is not aware of any event 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 that have been approvedGrants.

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.