Common use of Grants, Incentives and Subsidies Clause in Contracts

Grants, Incentives and Subsidies. SECTION 2.26 of the 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 foreign governmental or administrative agency, granted to the Company, including, without limitation, grant of Approved Enterprise Status from the Investment Center and grants from 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 2.26 of the Disclosure Schedule lists, as of the date hereof: (a) all material undertakings of the Company given in connection with the Grants; (b) the aggregate amount of each Grant; (c) the aggregate monetary outstanding obligations of the Company under each Grant with respect to royalties; (d) the outstanding amounts to be paid by OCS to the Company and (e) the composition of such obligations or amount by the product or product family to which it relates. The Company is in compliance, in all material respects, with the terms and conditions of all Grants and, except as disclosed in SECTION 2.26 of the Disclosure Schedule, has duly fulfilled, in all material respects, all the undertakings required thereby. 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.

Grants, Incentives and Subsidies. SECTION 2.26 of the The Disclosure Schedule provides sets forth a complete list, as of the date hereof, list of all pending and outstanding grants, incentives, exemptions incentives and subsidies (collectively, "GRANTSGrants") from the Government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, granted to the Company, Company or any Subsidiary including, without limitation, grant of (i) Approved Enterprise Status from the Investment Center of the Israeli Ministry of Industry and Trade and (ii) grants from the Office of Chief Scientist of the Israeli Ministry of Industry and Trade (the "OCS"). The Company has made available delivered to the Parent, prior to the date hereof, Parent correct copies of all documents evidencing applications for Grants submitted by the Company or any Subsidiary and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to the Company, and all material correspondence related theretoCompany or any Subsidiary. SECTION 2.26 of the The Disclosure Schedule lists, as of the date hereof: (a) also details all material undertakings of the Company or any Subsidiary given in connection with the Grants; (b) , and includes the aggregate amount amounts of each Grant; (c) , and the aggregate monetary outstanding obligations thereunder of the Company under each Grant or any Subsidiary with respect to royalties; (d) , or the outstanding amounts to be paid by the OCS to the Company or any Subsidiary and (e) the composition of such obligations or amount by the product or product family to which it relates. The Company is and each Subsidiary are in compliance, in all material respects, with the terms and conditions of all their respective Grants and, except as disclosed in SECTION 2.26 of the Disclosure Schedule, has have duly fulfilled, in all material respects, all the undertakings required therebyrelating thereto. The Neither the Company nor any Subsidiary 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.of

Grants, Incentives and Subsidies. SECTION 2.26 of the 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 foreign governmental or administrative agency, granted to the Company, including, without limitation, grant of Approved Enterprise Status from the Investment Center and grants from 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 2.26 of the Disclosure Schedule lists, as of the date hereof: (a) all material undertakings of the Company given in connection with the Grants; (b) the aggregate amount of each Grant; (c) the aggregate monetary outstanding obligations of the Company under each Grant with respect to royalties; (d) the outstanding amounts to be paid by OCS to the Company and (e) the composition of such obligations or amount by the product or product family to which it relates. The Company is in compliance, in all material respects, with the terms -41- and conditions of all Grants and, except as disclosed in SECTION 2.26 of the Disclosure Schedule, has duly fulfilled, in all material respects, all the undertakings required thereby. 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.

Grants, Incentives and Subsidies. SECTION 2.26 Section 2.23 of the Disclosure Company Schedule provides a complete list, as of the date hereof, of all pending and outstanding grants, incentives, exemptions and subsidies (collectively, "GRANTSGrants") from the Government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, granted to the Company, including, without limitation, grant of Approved Enterprise Status from the Investment Center and grants from 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 2.26 Section 2.23 of the Disclosure Company Schedule lists, as of the date hereof: (a) all material undertakings of the Company given in connection with the Grants; (b) the aggregate amount of each Grant; (c) the aggregate monetary outstanding obligations of the Company under each Grant with respect to royalties; and (d) the outstanding amounts to be paid by OCS to the Company and (e) the composition of such obligations or amount by the product or product family to which it relates. The Company is in compliance, in all material respects, with the terms and conditions of all Grants and, except as disclosed in SECTION 2.26 Section 2.23 of the Disclosure Company Schedule, has duly fulfilled, in all material respects, all the undertakings required thereby. 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.