Common use of Grants, Incentives and Subsidies Clause in Contracts

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 respects, all the undertakings and requirements of applicable law relating thereto. Except for the receipt of the approvals described in Section 2.6 and compliance by the Surviving Company with the applicable requirements and conditions of such Grant, the consummation of the Merger will not require any recapture of any previously claimed benefit under a Grant.

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" “Grant” and collectively, "GRANTS"“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"“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 ’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 respects, all the undertakings and requirements of applicable law relating thereto. Except for the receipt of the approvals described in Section 2.6 and compliance by the Surviving Company with the applicable requirements and conditions of such Grant, the consummation of the Merger will not require any recapture of any previously claimed benefit under a Grant.

Grants, Incentives and Subsidies. Section 2.23 of the Disclosure Letter provides Schedule 5.19 sets forth 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 Entityforeign governmental or administrative agency, granted to any of the Company or any Subsidiarythe Company Subsidiaries, together with a description including (i) "APPROVED ENTERPRISE" from the Investment Center (an "Approved Enterprise") within the definition of the period Law for which such Grant applies or appliedthe Encouragement of Capital Investments (1959), as amended, and (ii) grants from the Office of the Chief Scientist (the "OCS"). 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 delivered 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 other correspondence that evidences changes to the terms of such letters of approval, and supplements thereto, ) under which such Grants were 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 ParentCompany Subsidiaries. Without limiting the generality of the foregoing, Section 2.23 of the Disclosure Letter Schedule 5.19 includes a detailed explanation of the terms of each Grant, including the aggregate amounts of each Grant, the material terms thereof, and the aggregate outstanding obligations thereunder of each of the Company or any of the Company Subsidiaries with respect to royalties, or the outstanding amounts to be paid by the relevant Governmental Entity OCS to the Company or any Company Subsidiary. The Each of the Company and the Company 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, compliance with the terms and conditions of each Grant andtheir respective Grants, and except as disclosed in Section 2.23 of the Disclosure LetterSchedule 5.19, has have duly fulfilled, in all material respects, fulfilled all the undertakings relating thereto required to be fulfilled prior to the date hereof. The OCS has not notified the Company or any Company Subsidiary that it intends to revoke or materially modify any of the Grants or that it believes that the Company or the Company Subsidiaries are not in compliance with the terms of any Grant. The Company's research and requirements development activities outside of applicable law relating thereto. Except Israel as presently conduct have not and are not reasonably expected to cause the Company to lose its qualification as an Approved Enterprise or cause any of the Company's income to fail to be eligible for the receipt of the approvals described in Section 2.6 and compliance by the Surviving Company with the reduced Tax rates applicable requirements and conditions of such Grant, the to Approved Enterprises. The consummation of the Merger transactions contemplated herein will not adversely effect the remaining duration of the incentive or Grants, or require any recapture of any previously claimed benefit under a Grantincentive, and not consent or approval of any governmental authority is required, prior to the consummation of the transactions contemplated herein in order to preserve the entitlement of the Company or its any Subsidiary to any such incentive.