Common use of Israeli Employees Clause in Contracts

Israeli Employees. Solely with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law of the State of Israel (“Israeli Employees”), the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or pursuant to extension orders applicable to all employees in Israel. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All of the Israeli Employees are “at will” employees subject to the termination notice provisions included in employment agreements or applicable law, there is no contract between the Company and any of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days notice without giving rise to a claim for damages or compensation (except for statutory severance pay) and the Company’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, and the Company does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The Company has no knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled); all amounts that the Company is legally or contractually required either (i) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (ii) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than such that has not yet become due). The Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli Prior Notice to the Employee Law 2002, the Israeli Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli Employment by Human Resource Contractors Law 1996. As of the date hereof, the Company has not engaged any Israeli Employees whose employment would require special licenses or permits, and there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable law. The Company has not engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary (each of whom has been so identified in Section 3.16(g) of the Company Disclosure Letter). In addition, the Company has made available to Parent a correct and complete summary of the calculations concerning the components of the Israeli Employees’ salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents or freelancers; a summary of its policies, procedures and customs regarding termination of Israeli Employees; and a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s committee (Va’ad Ovdim).

Israeli Employees. Solely with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law ("ISRAELI EMPLOYEES"), except as set forth in Section 2.11(k) of the State of Israel Company Disclosure Schedule: (“Israeli Employees”), the i) Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or law to be provided pursuant to extension orders applicable to all employees in Israelrules and regulation of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialists' Association. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All ; (ii) all of the Israeli Employees are “"at will” " employees subject to the termination notice provisions included in employment agreements or applicable law, ; (iii) there is no contract Contract between the Company and any of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days three months notice without giving rise to a claim for damages or compensation (except for statutory severance pay); (iv) and the Company’s 's obligations to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, Company's financial statements and the Company does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The ; (v) except as set forth in Section 2.11(k) of the Company Disclosure Schedule, Company has no knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled); (vi) all amounts that the Company is legally or contractually required either (ix) to deduct from its Israeli Employees’ ' salaries or to transfer to such Israeli Employees’ ' pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (iiy) to withhold from their Israeli Employees’ ' salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment payment; and (other than such that has not yet become due). The vii) Company is in compliance in all material respects with all applicable Legal Requirements legal requirements and Contracts contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli The Prior Notice to the Employee Law 2002, the Israeli The Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli The Employment by Human Resource Contractors Law 1996. As All obligations of Company with respect to statutorily required severance payments to Israeli Employees have been fully satisfied or have been fully funded by contributions to appropriate insurance funds pursuant to the Severance Pay Law (5723-1963). Other than as set forth in Section 2.11(k) of the Company Disclosure Schedule: (i) as of the date hereof, the Company has not engaged any Israeli Employees employees whose employment would require special licenses or permits, and (ii) there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable lawlaw (including, by way of example but without limitation, unwritten customs concerning the payment of statutory severance pay when it is not legally required). The Company has not engaged any consultants, sub-contractors, sales agents contractors or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis the a vis Company, including rights to severance pay, vacation, recuperation pay (dmei havraahavaraa) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “"Israeli Employee” " shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary a subsidiary (each of whom has been shall be so identified in Section 3.16(g2.11(k) of the Company Disclosure LetterSchedule). In addition, the Company has made available provided to Parent Parent: (i) a correct and complete summary of the calculations concerning the components of the Israeli Employees’ ' salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; (ii) any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents contractors or freelancers; (iii) a summary of its policies, procedures and customs regarding termination of Israeli Employees; and (iv) a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s 's committee (Va’ad Va'ad Ovdim).

Israeli Employees. Solely Without limiting any other representations and warranties contained in this Section 2, with respect to Employees employees of the Company or any of its Subsidiaries who reside or work in Israel or whose employment is otherwise subject to the law of the State of Israel (( “Israeli Employees”), and except as set forth in Part 2.15(q) of the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any Disclosure Schedule: (i) the employment of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or pursuant to extension orders applicable to all employees in Israel. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no each Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All of the Israeli Employees are “at will” employees is subject to termination upon up to 30 days prior written notice under the termination notice provisions included in the applicable employment agreements Contract with such Israeli Employee or applicable law, there is no contract between Legal Requirements; (ii) all obligations of the Company and or any of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days notice without giving rise to a claim for damages or compensation (except for statutory severance pay) and the Company’s obligations Subsidiaries to provide statutory severance pay to its all Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company FinancialsFinancial Statements, and including the Unaudited Interim Balance Sheet; (iii) no Israeli Employee’s employment by any of the Company does not use the provisions or any of Section 14 its Subsidiaries requires any special license, permit or other Governmental Authorization; (iv) there are no unwritten policies, practices or customs of the Severance Pay Law with respect Company or any of its Subsidiaries that, by extension, could reasonably be expected to such statutory severance pay. The Company has no knowledge of entitle any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination to benefits in addition to what such Israeli Employee is entitled to by applicable Legal Requirements or under the terms of such Israeli Employee’s employment Contract (beyond including unwritten customs or practices concerning bonuses, the payment of statutory severance pay to which employees are entitledwhen it is not required under applicable Legal Requirements, etc.); (v) all amounts that the Company or any of its Subsidiaries is legally or contractually required either either: (iA) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds funds; or (iiB) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity Body as required by the Ordinance Israeli Tax Law and Israeli National Insurance Law or otherwise otherwise, have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and neither the Company does not have nor any of its Subsidiaries has any outstanding obligation to make any such deduction, transfer, withholding or payment payment; and (other than such that has not yet become due). The vi) the Company and each of its Subsidiaries is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses bonuses, pension benefits and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli The Prior Notice to the Employee Law Law, 2002, the Israeli The Notice to Employee (Terms of Employment) Law Law, 2002, the Israeli Prevention of Sexual Harassment Law (5758-Law, 1998), the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, The Salary Protection Law, 1958, and the Israeli The Employment by Human Resource Contractors Law Law, 1996. As None of the date hereof, the Company has not engaged or any Israeli Employees whose employment would require special licenses or permitsof its Subsidiaries is subject to, and there are no unwritten Company policies Employee benefits from, any extension order (Tzavei Harchava) or customs which, by extension, could entitle Israeli Employees any arrangement or custom with respect to benefits in addition to what they are entitled by applicable lawemployment or the termination thereof. The Company has not engaged any consultants, sub-contractors, sales agents or freelancers who, according delivered to Parent: (1) an accurate and complete list of all Israeli law, would be entitled to Employees as of the rights of an employee vis-à-vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefits. For purposes date of this Agreement, ; (2) copies of all Contracts with Israeli Employees and Israeli human resource contractors; (3) copies of manuals and written policies relating to the term “employment of Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend Employees; (or spent4) a majority of their working time in Israel on the business of the Company or its Subsidiary (each of whom has been so identified in Section 3.16(g) of the Company Disclosure Letter). In addition, the Company has made available to Parent a correct and complete summary of the calculations concerning the components of the Israeli Employees’ salariescompensation, including current salary, overtime entitlement, vacation day entitlement and accrual, bonuses, benefits of any kind and any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents or freelancers; a summary of its policies, procedures and customs regarding termination of Israeli Employees; and (5) a summary of any dues it pays to the Histadrut Labor Organization and whether the Company or any of its Subsidiaries participates in the expenses of any worker’s workers committee (Va’ad Ovdim). For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, subcontractors and freelancers of the Company or any of its Subsidiaries or, due to the circumstances of their engagement, could otherwise be reasonably deemed to be subject to Israeli labor laws.

Israeli Employees. Solely with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law of the State of Israel Israeli Law (“Israeli Employees”), except as set forth in Section 5.1(i) of the Company Xxxxxx Disclosure Letter, Xxxxxx is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, Israeli Law or pursuant to extension orders applicable to all employees in Israel. The Company Xxxxxx has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company Xxxxxx does not have and is not subject to, and except as set forth in Section 5.1(i) of the Xxxxxx Disclosure Letter, no Israeli Employee of the Company Xxxxxx benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All ; all of the Israeli Employees are “at will” employees subject to the termination notice provisions included in employment agreements or applicable law, except as set forth in Section 5.1(i) of the Xxxxxx Disclosure Letter, there is no contract between the Company Xxxxxx and any of its Israeli Employees or directors that cannot be terminated by the Company Xxxxxx upon less than thirty (30) days notice without giving rise to a claim for damages or compensation (except for statutory severance pay) and the Company’s Xxxxxx’x obligations to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, Xxxxxx’x financial statements and the Company Xxxxxx does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The Company Except as set forth in Section 5.1(i) of the Xxxxxx Disclosure Letter, Xxxxxx has no knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled); all amounts that the Company Xxxxxx is legally or contractually required either (ix) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (iiy) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), and the Company Xxxxxx does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than such that has not yet become due). The Company payment; and except as set forth in Section 5.1(i) of the Xxxxxx Disclosure Letter, Xxxxxx is in compliance in all material respects with all applicable Legal Requirements legal requirements and Contracts contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli Prior Notice to the Employee Law 2002, the Israeli Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli Employment by Human Resource Contractors Law 1996. As All obligations of Xxxxxx with respect to statutorily required severance payments to Israeli Employees have been fully satisfied or have been fully funded by contributions to appropriate insurance funds pursuant to the Israeli Severance Pay Law (5723-1963) and/or to the extent required has been reserved for in the Xxxxxx Financial Statements. Except as set forth in Section 5.1(i) of the Xxxxxx Disclosure Letter, as of the date hereof, the Company Xxxxxx has not engaged any Israeli Employees whose employment would require special licenses or permits, and there are no unwritten Company Xxxxxx policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable lawLaw. The Company Except as set forth in Section 5.1(i) of the Xxxxxx Disclosure Letter, Xxxxxx has not engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis the CompanyXxxxxx, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company Xxxxxx or its a Subsidiary (each of whom has been shall be so identified in Section 3.16(g5.1(i) of the Company Xxxxxx Disclosure Letter). In addition, the Company Xxxxxx has made available provided to Parent VeriFone a correct and complete summary of the calculations concerning the components of the Israeli Employees’ salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents or freelancers; a summary of its policies, procedures and customs regarding termination of Israeli Employees; and a summary of any dues it pays to the Histadrut Labor Organization and whether the Company Xxxxxx participates in the expenses of any worker’s committee (Va’ad Ovdim).

Israeli Employees. Solely with respect to Employees Company employees who reside or work in Israel or whose employment is otherwise subject to the law of the State of Israel Israeli Law (“Israeli Employees”)) and except as set forth in Section 5.1(u) of the Company Disclosure Letter, (i) the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required ; (under any legal requirement, under any contract or otherwiseii) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or pursuant to extension orders applicable to all employees in Israel. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Employees nor is it a member of any employer organization and no claim or request has been made against the Company does not have and by any such organization; (iii) the Company is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All the industry in which the Company operates; (iv) all of the Israeli Employees are “at will” employees subject to the termination notice provisions included in the respective employment agreements or applicable law, there is no contract and all contracts between the Company and any of its Israeli Employees or directors that cannot can be terminated by the Company upon less by not more than thirty sixty (3060) days notice without giving rise to a claim for damages or compensation (except for statutory severance paypayments); (v) and all amounts that the Company’s obligations Company is legally or contractually required to provide statutory severance pay to its Israeli Employees pursuant and/or to the Israeli Severance Pay Law Governmental Entities (5723-1963whether under (vii) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract below or otherwise) are fully funded or accrued on the Company Financials, and the Company does not use the provisions of Section 14 Financial Statements as of the Severance Pay Law with respect date of such Financial Statements, (vi) there is no pending or, to such statutory severance pay. The Company has no the knowledge of any circumstance that could give rise to any valid the Company, threatened claim by a current or former Israeli Employee for compensation on due to termination of employment (beyond the statutory severance pay payments to which employees are entitled)) or any other claims with respect to employment relationship; (vii) all amounts that the Company is legally or contractually required to either (iA) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds funds, or (iiB) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and and/or Israeli National Insurance Law or otherwise haveotherwise, in each either case, have been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than such that has not yet become dueroutine payments, deductions or withholdings to be timely made in the ordinary course of business and consistent with past practice). The ; (viii) the Company is in compliance in all material respects with all applicable Legal Requirements legal requirements and Contracts contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli Prior Notice to the Employee Law 2002, the Israeli Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli Employment by Human Resource Contractors Law 1996. As , the Hours of Work and Rest Law 1951 and the Annual Leave Law 1951; (ix) as of the date hereof, the Company has not engaged any Israeli Employees whose employment would require special licenses or permits, and (x) there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable lawlaw or contract. The Company has not engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary (each of whom has been so identified in Section 3.16(g) of the Company Disclosure Letter). In addition, the Company has previously made available to Parent a correct the employment agreement with each Key Employee and complete summary the forms of the calculations concerning the components of the agreements with Israeli Employees’ salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all no agreements with human resource contractors, or with consultants, sub-contractors, sales agents or freelancers; Israeli Employees (except Key Employees) deviate from such forms in a summary of its policies, procedures and customs regarding termination of Israeli Employees; and a summary of any dues it pays way that is material to the Histadrut Labor Organization Company and whether the Company participates in the expenses of any worker’s committee (Va’ad Ovdim).its Subsidiaries taken as a whole..

Israeli Employees. Solely Except as set forth in Section 2.10(g) of the Seller Disclosure Schedule, with respect to Employees who reside or work in Israel or whose Israeli Employees: (i) the employment of each Israeli Employee is otherwise subject to the law of the State of Israel termination upon not more than thirty (“Israeli Employees”), the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (30) days’ prior written notice under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or pursuant to extension orders applicable to all employees in Israel. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All of the Israeli Employees are “at will” employees subject to the termination notice provisions included in the employment agreements arrangement with such Israeli Employee or applicable lawApplicable Law, there is no contract between the Company and any (ii) all obligations of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days notice without giving rise to a claim for damages or compensation (except for statutory severance pay) and the Company’s obligations Seller Israel to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract Law-1963 are fully funded or accrued on the Company Financialsby Seller, and the Company does not use the provisions (iii) no Israeli Employee’s employment by Seller Israel requires any special license, permit or other authorization of Section 14 a Governmental Entity, (iv) there are no material unwritten policies, practices or customs of the Severance Pay Law with respect Seller Israel that, by extension, could reasonably be expected to such statutory severance pay. The Company has no knowledge of entitle any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination to material benefits in addition to what such Israeli Employee is entitled to by Applicable Law or under the terms of such Israeli Employee’s employment arrangement (beyond including unwritten customs or practices concerning bonuses, the payment of statutory severance pay to which employees are entitledwhen it is not required under Applicable Law); , (v) all amounts that the Company Seller Israel is legally or contractually required either (iA) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds funds, to the extent applicable, or (iiB) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the Ordinance Israeli Tax Authority and the Israeli National Insurance Law or otherwise otherwise, have, in each case, been duly deducted, transferred, withheld and paid (other than routine paymentspaid, deductions or withholdings except for any failure to be timely made in the normal course of business and consistent with past practice)do so that has only a de minimis effect, and the Company Seller Israel does not have any material outstanding obligation to make any such deduction, transfer, withholding or payment payment, (vi) to the Knowledge of Seller, there are no circumstances that are reasonably expected to give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment or service (beyond the Employee Plans, the statutory severance pay to which Israeli Employees are entitled and the redemption of accrued entitlements); and (vii) there are no claims (other than such claims that has are not yet become due)individually material and would not, when aggregated together with other similar or related claims, or claims deriving from or based on similar circumstances, be material) by or on behalf of any current or former Israeli Employees pending or, to the Knowledge of Seller, threatened against the Seller or its Subsidiaries. The Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating With respect to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its the Israeli Employees, including but Seller and its Subsidiaries are not limited to the Israeli Prior Notice to the Employee Law 2002, the Israeli Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998)subject to, and the no Israeli Employment by Human Resource Contractors Law 1996. As of the date hereofEmployee benefits from, the Company has not engaged any Israeli Employees whose employment would require special licenses or permits, and there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees extension order (tzavei harchava) except for such extension orders which generally apply to benefits in addition to what they are entitled by applicable law. The Company has not engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time all employees in Israel on the business of the Company or its Subsidiary (each of whom has been so identified in Section 3.16(g) of the Company Disclosure Letter). In addition, the Company has made available to Parent a correct and complete summary of the calculations concerning the components of the Israeli Employees’ salaries, including any components which are not included employees in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements with human resource contractors, or with consultants, subhi-contractors, sales agents or freelancers; a summary of its policies, procedures and customs regarding termination of Israeli Employees; and a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s committee (Va’ad Ovdim)tech industry.

Israeli Employees. Solely with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law of the State of Israel (“Israeli Employees”), the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or pursuant to extension orders applicable to all employees in Israel. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All of the Israeli Employees are “at will” employees subject to the termination notice provisions included in employment agreements or applicable law, there is no contract between the Company and any of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days notice without giving rise to a claim for damages or compensation (except for statutory severance pay) and the Company’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, and the Company does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The Company has no knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled); all amounts that the Company is legally or contractually required either (i) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (ii) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than such that has not yet become due). The Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli Prior Notice to the Employee Law 2002, the Israeli Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli Employment by Human Resource Contractors Law 1996. As of the date hereof, the Company has not engaged any Israeli Employees whose employment would require special licenses or permits, and there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable law. The Company has not engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary (each of whom has been so identified in Section 3.16(g3.16 (g) of the Company Disclosure Letter). In addition, the Company has made available to Parent a correct and complete summary of the calculations concerning the components of the Israeli Employees’ salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents or freelancers; a summary of its policies, procedures and customs regarding termination of Israeli Employees; and a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s committee (Va’ad Ovdim).

Israeli Employees. Solely Without limiting the generality of the foregoing, with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law employees of the State Company or any of its Subsidiaries working in Israel (“Israeli Employees”)): (i) to the Knowledge of the Company, the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any employment of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or pursuant to extension orders applicable to all employees in Israel. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no each Israeli Employee of is terminable by the Company benefits fromor its Subsidiary, any extension order as applicable, upon no more than thirty (tzavei harchava30) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All of the Israeli Employees are “at will” employees subject to days prior written notice under the termination notice provisions included in the applicable employment agreements Contract with such Israeli Employee or applicable law, there is no contract between Law; (ii) all obligations of the Company and any or its Subsidiaries, as applicable, towards their employees regarding accrued vacation are fully funded; (iii) all obligations of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days notice without giving rise to a claim for damages or compensation (except for statutory severance pay) and the Company’s obligations its Subsidiaries, as applicable, to provide statutory severance pay to its Israeli Employees pursuant to thereto are in accordance with Section 14 of the Israeli Severance Pay Law (5723-1963) (such Law, the “Severance Pay Law” and vacation pursuant to the Israeli Annual Leave Law 1951 each such obligation in accordance with Section 14 thereof, a “Section 14 Arrangement”) and any Contract are fully funded (except for funding to be made in the ordinary course after the Agreement Date or after the Closing, as applicable, for the working month during which this Agreement was executed, or the Closing occurs, as applicable) or are accrued on for in the Company Financials, and the Company does not use Company’s financial statements; (iv) all Israeli Employees have been subject to the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The their entire salary (as defined under the Severance Pay Law) from the date of commencement of their employment with the Company or its Subsidiary, as applicable, including regarding all elements of compensation which are not fully discretionary, and the Company or its Subsidiary, as applicable, has no knowledge of any circumstance that could give rise been in compliance in all material respects with the technical and substantive requirements for a Section 14 Arrangement with respect to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay with respect to one hundred percent (100%) of the base salary and (if applicable) payment on account of overtime hours, in each case for which employees severance pay is due under the Severance Pay Law and all other elements of compensation which are entitled)not fully discretionary; (v) no Israeli Employee’s employment by the Company or its Subsidiaries, as applicable, requires any special license, permit or other authorization by any Governmental Authority; and (vi) all amounts that the Company is or its Subsidiaries, as applicable, are legally or contractually required either (iA) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education advance study fund (Keren Hishtalmut) or other similar funds or (iiB) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Israeli Governmental Entity Authority as required by the Ordinance and Israeli National Insurance Law or otherwise applicable Laws, have, in each casecase ((A) and (B)), been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and the Company does not have any or its Subsidiary, as applicable, has no outstanding material obligation to make any such deduction, transfer, withholding or payment (other than such that has not yet become due). The Company is in compliance in all material respects with all applicable Legal Requirements except for deduction, transfer, withholding and Contracts relating payments to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli Prior Notice to the Employee Law 2002, the Israeli Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli Employment by Human Resource Contractors Law 1996. As of the date hereof, the Company has not engaged any Israeli Employees whose employment would require special licenses or permits, and there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable law. The Company has not engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary (each of whom has been so identified in Section 3.16(g) of the Company Disclosure Letter). In addition, the Company has made available to Parent a correct and complete summary of the calculations concerning the components of the Israeli Employees’ salaries, including any components which are not included in the basis ordinary course after the Agreement Date or after the Closing, as applicable, for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements with human resource contractorsthe working month during which this Agreement was executed, or with consultantsthe Closing occurs, sub-contractors, sales agents or freelancers; a summary of its policies, procedures and customs regarding termination of Israeli Employees; and a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s committee (Va’ad Ovdimas applicable).

Israeli Employees. Solely with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law ("ISRAELI EMPLOYEES"), except as set forth in SECTION 2.20(o) of the State of Israel Disclosure Schedule: (“Israeli Employees”), i) the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or law to be provided pursuant to extension orders applicable to all employees in Israelrules and regulation of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialists' Association. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All ; (ii) all of the Israeli Employees are “"at will” " employees subject to the termination notice provisions included in employment agreements or applicable law, ; (iii) there is no contract Contract between the Company and any of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days three months notice without giving rise to a claim for damages or compensation (except for statutory severance pay); (iv) and the Company’s 's obligations to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, Financials and the Company does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The ; (v) except as set -39- forth in SECTION 2.20(o) of the Disclosure Schedule, the Company has no knowledge Knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory or contractual severance pay to which employees are entitled, which contractual severance pay is listed elsewhere on the Disclosure Schedules); (vi) all amounts that the Company is legally or contractually required either (ix) to deduct from its Israeli Employees’ ' salaries or to transfer to such Israeli Employees’ ' pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (iiy) to withhold from their Israeli Employees’ ' salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment payment; and (other than such that has not yet become due). The vii) the Company is in compliance in all material respects with all applicable Legal Requirements legal requirements and Contracts contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli The Prior Notice to the Employee Law 2002, the Israeli The Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli The Employment by Human Resource Contractors Law 1996. As All obligations of the Company with respect to statutorily required severance payments to Israeli Employees have been fully satisfied or have been fully funded by contributions to appropriate insurance funds pursuant to the Severance Pay Law (5723-1963). Other than as set forth in SECTION 2.20(o) of the Disclosure Schedule: (i) as of the date hereof, the Company has not engaged any Israeli Employees employees whose employment would require special licenses or permits, and (ii) there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable lawlaw (including, by way of example but without limitation, unwritten customs concerning the payment of statutory severance pay when it is not legally required). The Company has not engaged any consultants, sub-contractors, sales agents contractors or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis a vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraahavaraa) and other employee-employee related statutory and contractual benefits. For purposes of this Agreement, the term “"Israeli Employee” " shall be construed to include include, without limitation, consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary a subsidiary (each of whom has been shall be so identified in Section 3.16(g2.20(o) of the Company Disclosure Letter)Schedule. In addition, the Company has made available provided to Parent Parent: (i) a correct and complete summary of the calculations concerning the components of the Israeli Employees’ ' salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; (ii) any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents contractors or freelancers; (iii) a summary of its policies, procedures and customs regarding termination of Israeli Employees; and (iv) a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s 's committee (Va’ad Va'ad Ovdim).

Israeli Employees. Solely with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law ("ISRAELI EMPLOYEES"), except as set forth in SECTION 2.19(n) of the State of Israel Disclosure Schedule: (“Israeli Employees”), i) the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract Contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or law to be provided pursuant to extension orders applicable to all employees in Israelrules and regulation of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialists' Association. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All ; (ii) all of the Israeli Employees are “"at will” " employees subject to the termination notice provisions included in employment agreements or applicable law, ; (iii) there is no contract Contract between the Company and any of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty three (303) days months notice without giving rise to a claim for damages or compensation (except for statutory severance pay); (iv) and the Company’s 's obligations to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, Financials and the Company does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The ; (v) except as set forth in SECTION 2.19(n) of the Disclosure Schedule, the Company has no knowledge Knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled); (vi) all amounts that the Company is legally or contractually required either (iA) to deduct from its Israeli Employees’ ' salaries or to transfer to such Israeli Employees’ ' pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (iiB) to withhold from their Israeli Employees’ ' salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment payment; and (other than such that has not yet become due). The vii) the Company is in compliance in all material respects with all applicable Legal Requirements legal requirements and Contracts contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli The Prior Notice to the Employee Law 2002, the Israeli The Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli The Employment by Human Resource Contractors Law 1996. As All obligations of the Company with respect to statutorily required severance payments to Israeli Employees have been fully satisfied or have been fully funded by contributions to appropriate insurance funds pursuant to the Severance Pay Law (5723-1963). Other than as set forth in SECTION 2.19(n) of the Disclosure Schedule: (x) as of the date hereof, the Company has not engaged any Israeli Employees employees whose employment would require special licenses or permits, and (y) there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable lawlaw (including unwritten customs concerning the payment of statutory severance pay when it is not legally required). The Company has not engaged any consultants, sub-contractors, sales agents contractors or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis a vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraahavaraa) and other employee-employee related statutory and contractual benefits. For purposes of this Agreement, the term “Israeli Employee” "ISRAELI EMPLOYEE" shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its a Subsidiary (each of whom has been shall be so identified in Section 3.16(gSECTION 2.19(n) of the Company Disclosure LetterSchedule). In addition, the Company has made available provided to Parent Parent: (1) a correct and complete summary of the calculations concerning the components of the Israeli Employees’ ' salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; (2) any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents contractors or freelancers; (3) a summary of its policies, procedures and customs regarding termination of Israeli Employees; and (4) a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s 's committee (Va’ad Va'ad Ovdim).

Israeli Employees. Solely Without limiting the other provisions of this Section 2.21, with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law employees of the State of Israel Israeli Company Subsidiary (“Israeli Employees”), unless otherwise noted in Section 2.21(j) of the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any Disclosure Schedule: (i) the employment of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or pursuant to extension orders applicable to all employees in Israel. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no each such Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All of the Israeli Employees are “at will” employees is subject to the termination notice provisions included in employment agreements or applicable law, there is no contract between the Company and any of its Israeli Employees or directors that canupon not be terminated by the Company upon less more than thirty (30) days notice without giving rise days’ prior written notice, (ii) there are no unwritten policies, practices or customs that entitle any Israeli Employee to a claim for damages benefits in addition to what such Israeli Employee is entitled to by applicable Law or compensation under the terms of such Israeli Employee’s employment agreement (except for statutory severance pay) and including unwritten customs or practices concerning bonuses or the Company’s obligations to provide payment of statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law when it is not required under applicable Laws), (5723-1963iii) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, and the Company does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The Company has no knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled); all amounts that the Israeli Company Subsidiary is legally or contractually required either (ix) to deduct from its such Israeli Employees’ salaries or to transfer to such Israeli Employees’ managers insurance, pension or providentprovident fund, life insurance, incapacity insurance, continuing education fund or other similar funds or (iiy) to withhold from their its Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the Israeli Tax Ordinance and the Israeli National Insurance Law Law, 1990, or otherwise otherwise, have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and the any Israeli Company does Subsidiary is not have any outstanding obligation to make delinquent in making any such deduction, transfer, withholding or payment payment, (other than such that has not yet become due). The iv) any Israeli Company Subsidiary is in compliance in all material respects with all applicable Legal Requirements Laws and Contracts relating to employment, employment practices, wages, bonuses bonuses, pension benefits and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli Prior Notice to the Employee Law Law, 2002, the Israeli Notice to Employee (Terms of Employment) Law Law, 2002, the Israeli Prevention of Sexual Harassment Law (5758-Law, 1998), the Hours of Work and Rest Law, 1951, the Israeli Annual Leave Law, 1951, the Employment by Human Resource Contractors Law, 1996, the Advance Notice for Dismissal and Resignation Law, 2001, the Salary Protection Law, 1958, and the Law 1996. As of Increased Enforcement of Labor Laws, 2011, (v) no Israeli Employee is on a statutory or non-statutory leave of absence or has given notice of his or her intention to go on a leave of absence, and (vi) the termination of the date hereofemployment of no Israeli Employee is prohibited or requires a special permit under applicable Law as a result of the Israeli Employee’s personal or leave status or otherwise. Any Israeli Company Subsidiary does not engage minors, students, interns or foreign employees in Israel. Except for extension orders (tzavei harchava) applying to all employees in the Company has not engaged State of Israel, any Israeli Employees whose employment would require special licenses or permitsCompany Subsidiary is not subject to, and there are no unwritten Company policies Israeli Employee benefits from, any extension order or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable lawcollective agreement. The Company has not engaged any made available to Parent (A) copies of all material agreements with Israeli human resource contractors or with Israeli consultants, sub-contractors, sales agents or freelancers whofreelancers, according to Israeli law, would be entitled and (B) copies of material manuals and material written policies relating to the rights employment of an employee vis-à-vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory and contractual benefitsIsraeli Employees. For purposes of this Agreement, the term “Israeli Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary (each of whom has been so identified Except as set forth in Section 3.16(g2.21(j) of the Disclosure Schedule, during the past twelve (12) months and to the date hereof, no Israeli Employee is or has been on maternity or parental leave, or furlough or unpaid leave, or has had during the last nine months a reduction in scope of work hours or days and/or reduction in salary and compensation. The obligations of any Israeli Company Disclosure Letter). In additionSubsidiary to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law, 1963 and vacation pursuant to the Company has made available Israeli Annual Leave Law, 1951 and any Contract or Employee Plan are fully funded or accrued on the Company’s financial statements, and all Israeli Employees have been subject to Parent a correct and complete summary the provisions of the calculations concerning the components Section 14 of the Israeli Employees’ salariesSeverance Pay Law, including any components 1963 with respect to one hundred percent (100%) of the salary for which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements is due under the Israeli Severance Pay Law from the date of commencement of their employment with human resource contractors, or with consultants, sub-contractors, sales agents or freelancers; a summary of its policies, procedures and customs regarding termination of Israeli Employees; and a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s committee (Va’ad Ovdim)Company.

Israeli Employees. Solely with respect to Employees who reside or work in Israel or whose employment is otherwise subject to the law ("ISRAELI EMPLOYEES"), except as set forth in SECTION 2.20(O) of the State of Israel Disclosure Schedule: (“Israeli Employees”), i) the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law, or law to be provided pursuant to extension orders applicable to all employees in Israelrules and regulation of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialists' Association. The Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees. The Company does not have and is not subject to, and no Israeli Employee of the Company benefits from, any extension order (tzavei harchava) except for extension orders applicable to all employees in Israel or any contract or arrangement with respect to employment or termination thereof. All ; (ii) all of the Israeli Employees are “"at will” " employees subject to the termination notice provisions included in employment agreements or applicable law, ; (iii) there is no contract Contract between the Company and any of its Israeli Employees or directors that cannot be terminated by the Company upon less than thirty (30) days three months notice without giving rise to a claim for damages or compensation (except for statutory severance pay); (iv) and the Company’s 's obligations to provide statutory severance pay to its Israeli Employees pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 and any Contract are fully funded or accrued on the Company Financials, Financials and the Company does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. The ; (v) except as set forth in SECTION 2.20(O) of the Disclosure Schedule, the Company has no knowledge Knowledge of any circumstance that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory or contractual severance pay to which employees are entitled, which contractual severance pay is listed elsewhere on the Disclosure Schedules); (vi) all amounts that the Company is legally or contractually required either (ix) to deduct from its Israeli Employees’ ' salaries or to transfer to such Israeli Employees’ ' pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (iiy) to withhold from their Israeli Employees’ ' salaries and benefits and to pay to any Governmental Entity as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice)paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment payment; and (other than such that has not yet become due). The vii) the Company is in compliance in all material respects with all applicable Legal Requirements legal requirements and Contracts contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including but not limited to the Israeli The Prior Notice to the Employee Law 2002, the Israeli The Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli The Employment by Human Resource Contractors Law 1996. As All obligations of the Company with respect to statutorily required severance payments to Israeli Employees have been fully satisfied or have been fully funded by contributions to appropriate insurance funds pursuant to the Severance Pay Law (5723-1963). Other than as set forth in SECTION 2.20(O) of the Disclosure Schedule: (i) as of the date hereof, the Company has not engaged any Israeli Employees employees whose employment would require special licenses or permits, and (ii) there are no unwritten Company policies or customs which, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by applicable lawlaw (including, by way of example but without limitation, unwritten customs concerning the payment of statutory severance pay when it is not legally required). The Company has not engaged any consultants, sub-contractors, sales agents contractors or freelancers who, according to Israeli law, would be entitled to the rights of an employee vis-à-vis a vis the Company, including rights to severance pay, vacation, recuperation pay (dmei havraahavaraa) and other employee-employee related statutory and contractual benefits. For purposes of this Agreement, the term “"Israeli Employee” " shall be construed to include include, without limitation, consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time in Israel on the business of the Company or its Subsidiary a subsidiary (each of whom has been shall be so identified in Section 3.16(g2.20(o) of the Company Disclosure Letter)Schedule. In addition, the Company has made available provided to Parent Parent: (i) a correct and complete summary of the calculations concerning the components of the Israeli Employees’ ' salaries, including any components which are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; (ii) any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents contractors or freelancers; (iii) a summary of its policies, procedures and customs regarding termination of Israeli Employees; and (iv) a summary of any dues it pays to the Histadrut Labor Organization and whether the Company participates in the expenses of any worker’s 's committee (Va’ad Va'ad Ovdim).