IIA Sample Clauses

IIA. Parent shall have executed and delivered to the IIA an undertaking in customary form in favor of the IIA to comply with the applicable rules of the R&D Law.

IIA. Neither the Company nor any of its Subsidiaries (i) is in violation with respect to any instrument of approval or grant which has been granted to it by the Israeli Innovation Authority the Ministry of Economy and Industry of the State of Israel, or (ii) is in violation with respect to any instrument of approval granted to it by the Investment Center of the Ministry of Economy and Industry of the State of Israel (the “Investment Center”). The Company has not applied to the Investment Center for any “approved enterprise,” “benefited enterprise” or “preferred enterprise” status with respect to any of the Company’s facilities or operations.

IIA. Parent shall have executed an undertaking in customary form in favor of the IIA to comply with the provisions of the Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984.

IIA. The Company agrees (a) to not apply for or take further grants or funding from the IIA, and (b) to comply with its current obligations to the IIA regarding the commitment to continue to employ at least 75% of its research and development jobs in Israel for a period of at least [***], until [***].

IIA. Except as set forth on Section 4.12(g) of the Disclosure Schedule, none of the Company Intellectual Property or any Company Products (including any products or services under development), or any Intellectual Property under development by Company or any of its Subsidiaries, directly or indirectly, is based upon, uses or incorporates any Intellectual Property or Intellectual Property Rights that were developed using funding provided by the IIA. Neither the IIA nor any other Governmental Authority (including without limitation the Israeli Defense Force or any other Governmental Authority on behalf of the Israeli Defense Force) have any ownership interest in or right to restrict the sale, licensing, distribution or transfer of any Company Intellectual Property or Company Products except for any and all limitations as set forth in the Innovation Law applicable to the Company Intellectual Property or any Company Products which were developed using funding provided by the IIA that, in each case, do not result from or arise out of any breach by the Company or any of its Subsidiaries of any applicable Law or Contract to which any of them is a party. The Company has provided all necessary reports, disclosures and undertakings to IIA and made all required payments to the IIA in connection with the IIA funding provided to Company or a Subsidiary of the Company, including with respect to all Company Products sold or otherwise provided, licensed or transferred until the Closing Date.

IIA. The approval required to be obtained from the IIA of the IIA Notice shall have been granted prior to Closing.

IIA. The Company has Made Available to Purchaser accurate and complete copies of (i) all applications and material correspondence submitted or received by the Company to or from the IIA or to or from any other Governmental Body in connection with a Governmental Grant or application therefore, and (ii) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to any Acquired Company by the IIA or any other such Governmental Body in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of an Acquired Company, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company has not made any misstatements of fact or disclosures that are not accurate or complete. Part 2.12(g) of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations of the Company under each Governmental Grant with respect to royalties or other payments. Except for undertakings set forth in letters of approvals provided under any applicable Israeli law, there are no undertakings on the part of any Acquired Company that were given in connection with any Governmental Grant by any Acquired Company. Each Acquired Company is in compliance, in all material respects, with the terms, conditions, requirements and criteria of all Governmental Grants (including any reporting requirements) and has duly fulfilled all conditions, undertakings and other material obligations relating thereto. No Acquired Company has, prior to the date of this Agreement, transferred any Acquired Company IP that was developed with the support of IIA funding or in consequence thereof outside of Israel. No claim or challenge have been made by any Governmental Body with respect to the entitlement of any Acquired Company to any Governmental Grant or the compliance with the terms, conditions, obligations or laws relating to the Governmental Grants.

IIA. And in the premises aforesaid and in pursuance of section 17 of the said Act, the Vendors do hereby sell and transfer to the Association 3undivided proportionate title to the said Land attributable to the Unit and the Vendors and the Promoter, to the extent of their respective entitlements, do hereby sell and transfer to the Association undivided proportionate share and title to the other Common Areas absolutely. If any further document or instrument is required, in law, to be executed and registered to further confirm or vest the said transfer in favour of the Association, the parties hereto shall execute and register the same at the cost and expense of the Purchaser. {OR in case Association is not formed before execution of the Deed of Conveyance then the following} And in the premises aforesaid and at the requisition of the Purchaser and with the consent of the Purchaser it is recorded and confirmed that the sale and transfer of the undivided proportionate title to the said Land attributable to the Unit by the Vendors and of the undivided proportionate title to the other Common Areas by the Vendors and the Promoter, to the extent of their respective entitlements, is and shall be deemed to be hereby conveyed to the Association without requirement of any act in future on the part of the Vendors and the Promoter and shall ipso facto take effect immediately upon the incorporation of the Association absolutely and shall remain vested with the Purchaser until then in trust and for the benefit of the Association. It is clarified that if any document or instrument is required, in law, to be executed and registered to confirm or vest the said transfer in favour of the Association, the parties hereto shall execute and register the same at the cost and expense of the Purchaser.

IIA. As of the Closing Date, no Israeli Loan Party has received any grants, funds or benefits (including, but not limited to, tax benefits) from the IIA (formerly known as, the National Authority for Technological Innovation) or any other Governmental Authority except as provided in Schedule 5.26. No Israeli Loan Party is obligated to pay any royalties or any other payments to the IIA or any other Governmental Authority, except as provided in Schedule 5.26. The transactions contemplated under this Agreement, the Collateral Pledge Agreements and any other Loan Documents (including the realization of any Collateral) are not subject to any right and do not require the approval of the IIA or any other Governmental Authority, except as provided in Schedule 5.26. Third Amended and Restated Loan and Security Agreement – Xxxxxx.xx Inc. (January 2024) 26

IIA. COMPENSATION ------------ [The Fund shall pay to the Distributor as compensation for services under the Rule 12b-1 Plan(s) adopted by the Fund and this Agreement a distribution fee with respect to the Fund's classes and/or series of Shares as described in each of the Fund's respective Plans and this Agreement.] [So long as a Plan or any amendment thereto is in effect, the Distributor shall inform the Board of Trustees of the commissions with respect to the relevant class and/or series of Shares to be paid by the Distributor to account executives of the Distributor and to broker-dealers and financial institutions which have dealer agreements with the Distributor. So long as a Plan (or any amendment thereto) is in effect, at the request of the Board of Trustees or any agent or representative of the Fund, the Distributor shall provide such additional information as may reasonably be requested concerning the activities of the Distributor hereunder and the costs incurred in performing such activities with respect to the relevant class and/or series of Shares.] [As compensation for the services performed and the expenses assumed by the Distributor under this Agreement including, but not limited to, any commissions paid for sales of Shares, the Distributor shall be entitled to [the] fees and expenses [set forth in Schedule B to this Agreement] which are payable [promptly after the last day of each month]. Such fees shall be paid to the Distributor by the Fund pursuant to its Rule 12b-1 plan or, if Rule 12b-1 payments are not sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if the [Fund or the] Fund's sponsor otherwise determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay the Distributor, the [Fund or the] Fund`s sponsor shall be responsible for the payment of the amount of such fees not covered by Rule 12b-1 payments.]