Common use of Israeli Tax Ruling Clause in Contracts

Israeli Tax Ruling. INX has instructed its Israeli tax advisors to prepare and file with the ITA an application for a tax ruling in connection with the Israeli tax implication of the transactions contemplated under this Agreement on behalf of INX and INX Securityholders who elect to become a party to such a tax ruling requesting the ITA to defer any obligation to pay capital gains tax on the exchange of securities as part of the transactions contemplated under this Agreement (the “Israeli Income Tax Ruling”). The Parties shall use their best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Israeli Income Tax Ruling as promptly as practicable. The Parties hereby agree, that to the extent so required under the relevant Israeli Income Tax Ruling, the Valdy Consideration Securities distributable hereunder shall be deposited with a paying agent, who shall act as a paying or escrow agent, subject to the terms of the Israeli Income Tax Ruling and a customary paying agent agreement shall be executed prior to the Closing Time by the Parties. Each Party shall, and shall instruct its representatives to cooperate with the other Parties and their respective counsels and representatives, with respect to the preparation and filing of such applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling or any related document.