Common use of OBLIGATIONS OF THE Clause in Contracts

OBLIGATIONS OF THE. Lessee The Lessee hereby declares and warrants the following: 6.1 To be bound by an agreement only with the managing company in all matters related to receiving the services, to pay the managing fees pursuant to the provisions of this agreement and to pay all other payments applied to it pursuant to this agreement. Without derogating the generality of this provision, it is clarified that the participation of the Lessee in payment of municipal rates applied to areas for common use shall be paid within the managing fees and the Lessee shall not pay any additional amount in respect with municipal rates applied to areas for common use, except parking areas, if municipal tax shall be applied to these areas. 6.2 Not to take any action or service and/or perform, either on its own or through another party, other than the managing company, any deed, action or service that the managing company is entitled to perform pursuant to this agreement or pursuant to the rental agreement, unless the managing company agreed to it in advance and in writing, except emergencies, where it is impossible to act as aforementioned through the managing company. 6.3 To use the leased premises only for the purpose of the lease as agreed upon in the rental agreement (hereafter "The Purpose of the Lease") and not use it for any other purpose without obtaining the advance written consent of the Lessor. 6.4 That the Lessee and its subordinates and/or its representatives or those acting on its behalf shall obey all the instructions and demands of the managing company, cooperate with it and help it in each case where such cooperation or help shall be required to enable proper and efficient management and performance of the services. 6.5 To fulfill all its obligations derived from this agreement and from the rental agreement. 6.6 Without derogating the generality of the aforementioned, to pay payments it is committed to pay the managing company pursuant to this agreement in full and on time. 6.7 To enable the managing company and its authorized representatives to enter the leased premises at reasonable hours, under the circumstances, to perform acts of works related to management and performance of the services pursuant to this agreement, where these actions or works shall be performed either in relation to the leased premises or other commerce areas in the project and/or in relation to areas of common use and/or other parts of the project. Entry to the leased premises shall be effected upon advance coordination with the Lessee, except in emergencies which do not allow it. Without derogating the generality of the aforementioned, the managing company shall be entitled, inter alia, to break open walls, floors, ceilings and other parts of the leased premises, replace and repair piping, lines and plumbing, connect to these lines, perform electrical works, etc. It is hereby agreed explicitly, that subject to the provisions of the rental agreement, the Lessee does not have and will not have any complaints or claim against the managing company and/or the Lessor, on all matters related to inconvenience and/or loss of profit caused to the Lessee or to the leased premises as a result of the aforementioned works and repairs, provided that the managing company shall not be negligent in performing the works and actions and shall complete performance thereof within a reasonable time and revert the condition of the leased premises to its former condition. 6.8 To operate its business in the leased premises according to the purpose of the lease through proficient and professional staff, at the highest level, where the expertise and behavior of the staff fits employees in an exclusive project. 6.9 To maintain the cleanliness of the leased premises at all times. The Lessee shall maintain the cleanliness of the interior area of the leased premises at its expense. The Lessee itself, or whoever acts on its behalf or the managing company shall clean the leased premises, as chosen by the Lessee. In the event that the Lessee chooses to clean the interior of the leased premises on its own, it shall notify its decision to the managing company and shall be responsible for the cleaning and all subsequent operations, including responsibility for possible damages and possible liability insurance. 6.10 To assume responsibility for any damage and/or loss caused by negligence and/or due to the breach of this agreement and/or according to the instructions of any law, by the Lessee, or by its employees or whoever acts on its behalf and/or whoever operates the business in the leased premises, for the leased premises, for the project, for any third party that enters the leased premises or enters the project and also for any damage and/or loss caused by negligence and/or due to the breach of this agreement by the Lessee to other holders, clients and visitors to the project and/or to any third party, except damage caused to the project by force majeure or hostilities. The Lessee undertakes to repair any aforementioned damage and/or loss within a reasonable time after occurrence thereof. All the repairs which the Lessee must perform as aforementioned, shall be performed by the managing company only and/or whoever is determined by the managing company, at the expense of the Lessee, unless repairs are very minor. Receipts and/or invoices of the managing company, related to the repair, a copy of which shall be forwarded to the Lessee shall be acceptable to the Lessee and shell serve as proof of correctness thereof. In addition to the aforementioned, it is hereby clarified that repairs in the leased premises and/or in interior walls and/or acoustic ceilings and/or in wall cupboards and doors thereof and replacement of floor carpeting individually as far as the Lessee is obliged to repair and/or replace them pursuant to the rental agreement, shall be performed by the managing company, at the expense of the Lessee, in the event that the managing company finds that performance of these actions is required and/or upon an order from the Lessee. To remove any doubt, the Lessee undertakes to perform the aforementioned repairs and maintenance in the leased premises, only through the managing company. The Lessee shall pay for these services the actual expenses of the managing company plus VAT at the legal rate. Nevertheless, the provisions of this clause do not derogate the right of the Lessee to perform repairs, interior changes and additions that do not affect the exterior envelop of the building and/or its systems, on its own, as provided by the rental agreement. The Lessee shall be entitled to let into the leased premises contractors acting on its behalf to perform permitted repairs, interior changes and additions, subject to the approval of and coordination with the managing company. The managing company shall not object to the identity of the contractors proposed by the Lessee, unless on reasonable grounds. 6.11 The Lessee declares and acknowledges that it does not and will not have any complaint and/or claim against the Lessor and/or the managing company and/or the holders and/or any other third party in relation with the operation hours of other enterprises in the project and/or the entry and exit arrangements from them and/or noises and/or any inconvenience and/or other disruptions (hereafter "The Disruptions") which can be caused as long as the disruptions are reasonably tolerable under the circumstances. In the event that the Lessee has any complaint and/or claim in relation to unreasonable disruptions, the Lessee undertakes that it shall not take any steps or act on its own in any way and only address an aforementioned complaint and/or a claim to the managing company. The managing company shall investigate the complaint of the Lessee on the matter and shall employ all reasonable means to resolve the complaint. In the event that the managing company fails to handle the aforementioned disruption due to immaterial reasons for an unreasonable time, under the circumstances, the Lessee shall be entitled to act, reasonably under the circumstances and according to any law to remove the disruption, all subject to the rental agreement. 6.12 It is agreed that any violation of an obligation of the Lessee pursuant to this agreement shall be also regarded for all intents and purposes as a breach of the rental agreement and that both the managing company and the Lessor shall be entitled, to all intents and purposes, to file a claim against the Lessee in respect with the violation of the Lessee's obligations related to each of these parties, either pursuant to this agreement or the rental agreement, all subject to issuing a warning to correct the violation, 30 days in advance. 6.13 The parties agree that in the event that the project is registered as a co-operative house, if so registered, and/or in any other event of establishing a representation of unit owners and/or tenants in the project, the Lessee hereby appoints, by entering this agreement, each of the board of directors of the managing company, as will be from time to time, to attend and vote in its name and on its behalf throughout the lease period and the additional lease period, if any, in every meeting of owners and/or holders of the commerce areas in the project, in the event that the project shall be registered as a co-operative house. This power of attorney is irrevocable throughout the lease period, including the additional lease period, since the rights of a third party depend on it. The power of attorney relates to assemblies and/or meetings related to the management and performance of the services as defined above and to the execution of all the provisions of this agreement. It is hereby clarified that the attorneys shall not be entitled, upon attending and voting in the name and on behalf of the Lessee, to oblige the Lessee to pay payments that deviate from payments which the Lessee is required to pay pursuant to the provisions of this agreement and/or amend all other conditions of this agreement and/or the rental agreement. 6.14 The Lessee agrees, that on all matters related to the management and performance of the services in particular and to fulfillment of all the provisions of this agreement in general, as long as this agreement is valid, the board of directors of the managing company or whoever is appointed by it shall act as the representative of the co-operative house, in accordance with the Land Law. It is hereby clarified, that the board of directors, in its role as the said representative of the co-operative house shall not be entitled to oblige the Lessee to pay payments that deviate from payments which the Lessee is required to pay pursuant to the provisions of this agreement and/or amend all other conditions of this agreement and/or the rental agreement. 6.15 Clause 6 and all its subsections is a principal part of the agreement and violation of this clause or violation of any part thereof consists a material breach of the agreement.

OBLIGATIONS OF THE. Lessee Company In connection with the registration of the Registrable Securities, the Company shall: (a) use its best efforts to cause the Registration Statement referred to in Section 8.1(a) to become effective as promptly as possible after the Closing Date, and keep the Registration Statement effective pursuant to Rule 415 at all times during the Registration Period. The Lessee hereby declares Company shall submit to the SEC, within three Business Days after the Company learns that no review of the Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of effectiveness of the Registration Statement to a time and date not later than 48 hours after the submission of such request; provided, however, that if the Company determines that a development which has not been publicly disclosed and which occurred subsequent to the date of execution and delivery of this Agreement and prior to the SEC Effective Date would require public disclosure prior to the Registration Statement being declared effective and that such public disclosure at such time would not be in the best interests of the Company, the Company may refrain from making such public disclosure for up to 40 consecutive Trading Days and by so refraining from making such public disclosure the Company shall not be deemed to have failed to use its best efforts and in connection therewith the Company shall not be obligated to submit an acceleration request for the Registration Statement during the period the Company refrains from making such public disclosure in accordance with this provision. The Company represents and warrants to the following: 6.1 To be bound by an agreement only Investors that (i) the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein), at the time it is first filed with the managing company SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder (and each such amendment and supplement at the time it is filed with the SEC and at all times during which it is available for use in connection with the offer and sale of the Registrable Securities) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus, at the time the Registration Statement is declared effective by the SEC and at all matters related times that the Prospectus is required by this Agreement to receiving the servicesbe available for use by any Investor and, in accordance with Section 8.2(c) hereof, any Investor is entitled to pay the managing fees sell Registrable Securities pursuant to the provisions Prospectus, shall not contain any untrue statement of this agreement and a material fact or omit to pay all other payments applied state a material fact required to it pursuant be stated therein, or necessary to this agreement. Without derogating make the generality of this provisionstatements therein, it is clarified that the participation in light of the Lessee circumstances in payment of municipal rates applied which they were made, not misleading; (b) subject to areas for common use shall be paid within Sections 8.2(a) and (e) hereof, prepare and file with the managing fees SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the Lessee shall not pay any additional amount in respect Prospectus as may be necessary to keep the Registration Statement effective, and the Prospectus current, at all times during the Registration Period and, during the Registration Period, comply with municipal rates applied to areas for common use, except parking areas, if municipal tax shall be applied to these areas. 6.2 Not to take any action or service and/or perform, either on its own or through another party, other than the managing company, any deed, action or service that the managing company is entitled to perform pursuant to this agreement or pursuant to the rental agreement, unless the managing company agreed to it in advance and in writing, except emergencies, where it is impossible to act as aforementioned through the managing company. 6.3 To use the leased premises only for the purpose of the lease as agreed upon in the rental agreement (hereafter "The Purpose of the Lease") and not use it for any other purpose without obtaining the advance written consent of the Lessor. 6.4 That the Lessee and its subordinates and/or its representatives or those acting on its behalf shall obey all the instructions and demands of the managing company, cooperate with it and help it in each case where such cooperation or help shall be required to enable proper and efficient management and performance of the services. 6.5 To fulfill all its obligations derived from this agreement and from the rental agreement. 6.6 Without derogating the generality of the aforementioned, to pay payments it is committed to pay the managing company pursuant to this agreement in full and on time. 6.7 To enable the managing company and its authorized representatives to enter the leased premises at reasonable hours, under the circumstances, to perform acts of works related to management and performance of the services pursuant to this agreement, where these actions or works shall be performed either in relation to the leased premises or other commerce areas in the project and/or in relation to areas of common use and/or other parts of the project. Entry to the leased premises shall be effected upon advance coordination with the Lessee, except in emergencies which do not allow it. Without derogating the generality of the aforementioned, the managing company shall be entitled, inter alia, to break open walls, floors, ceilings and other parts of the leased premises, replace and repair piping, lines and plumbing, connect to these lines, perform electrical works, etc. It is hereby agreed explicitly, that subject to the provisions of the rental agreement, the Lessee does not have and will not have any complaints or claim against the managing company and/or the Lessor, on all matters related to inconvenience and/or loss of profit caused 1933 Act applicable to the Lessee Company in order to permit the disposition by the Investors of all Registrable Securities covered by the Registration Statement; (c) furnish to each Investor whose Registrable Securities are included in the Registration Statement and its legal counsel, (i) promptly after the same is prepared and publicly distributed, filed with the SEC or received by the Company, one copy of the Registration Statement and any amendment thereto, each Prospectus and each amendment or supplement thereto, (ii) each letter written by or on behalf of the Company to the leased premises SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion thereof that contains information for which the Company has sought confidential treatment), each of which the Company hereby determines to be confidential information and which the Purchasers hereby agree to keep as a confidential Record in accordance with Section 8.2(i) hereof such number of copies of a Prospectus and all amendments and supplements thereto and such other documents as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (d) subject to Section 8.2(e) hereof, use its best efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under the securities or blue sky laws of such United States jurisdictions as the Investors who hold a majority in interest of the Registrable Securities reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period and (iii) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale by the Investors in such jurisdictions; (i) subject to Section 8.2(e)(ii) hereof, as promptly as practicable after becoming aware of such event or circumstance, notify each Investor of the occurrence of an event or circumstance of which the Company has knowledge (x) as a result of which the aforementioned works Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (y) which requires the Company to amend or supplement the Registration Statement due to the receipt from an Investor of new or additional information about an Investor or its intended plan of distribution of its Shares, and repairsuse its best efforts promptly to prepare a supplement or amendment to the Registration Statement and Prospectus to correct such untrue statement or omission or to add any new or additional information, provided and deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request; (ii) notwithstanding Section 8.2(e)(i) above, if at any time the Company notifies the Investors as contemplated by Section 8.2(e)(i) that the managing company event giving rise to such notice relates to a development involving the Company which occurred subsequent to the later of (x) the SEC Effective Date and (y) the latest date prior to such notice on which the Company has amended or supplemented the Registration Statement, then the Company shall not be negligent required to use best efforts to make such amendment during a Blackout Period; (f) as promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (g) permit the Investors who hold Registrable Securities being included in performing the works Registration Statement, at such Investors' sole cost and actions expense (except as otherwise specifically provided in Section 10.11 hereof to review and shall complete performance thereof within have a reasonable time opportunity to comment on the Registration Statement and revert all amendments and supplements thereto at least three Business Days prior to their filing with the condition SEC; provided, however, that all comments by such Investors shall be given to Weil, Gotshal & Xxxxxx (or such other counsel as designated by Investors who hold a majority in interest of the leased premises Registrable Securities proposed to be offered) to convey to the Company; (h) make generally available to its former condition.security holders as soon as practical, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the 0000 Xxx) covering a 12-month period beginning not later than the first day of the Company's fiscal quarter next following the SEC Effective Date; 6.8 To operate (i) make available for inspection by any Investor and any Inspectors retained by any such Investor at such Investor's sole expense, all Records as shall be reasonably necessary to enable each Investor to exercise its business due diligence responsibility with respect to Section 11 (1) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement unless and for so long as the Company has the right to decide not to make such disclosure under the terms of this Agreement, (2) the release of such Records is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction or (3) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement; provided further, however, that each Investor understands that in the leased premises according course of exercising the rights provided in this Section 8(2)(i) such Investor may come into possession of material non-public information about the Company and that by reason of the requirements of the 1934 Act any such Investor who possesses such material nonpublic information may be restricted in making purchases and sales of the Common Stock unless such information has been publicly disclosed. The Company shall not be required to disclose any confidential information in such Records to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the purpose Company) with the Company with respect thereto, substantially in the form of this Section 8(2)(i). Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the lease through proficient Company and professional staffallow the Company, at the highest levelCompany's expense, where to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the expertise Records deemed confidential. The Company shall hold in confidence and behavior shall not make any disclosure of information concerning an Investor provided to the Company pursuant to this Agreement unless (A) disclosure of such information is necessary to comply with federal or state securities laws, (B) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (C) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction or (D) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Investor and allow such Investor, at such Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information; (j) use its best efforts to cause all the Registrable Securities covered by the Registration Statement as of the staff fits employees in an exclusive project. 6.9 To maintain the cleanliness SEC Effective Date to be listed on Nasdaq or such other principal securities market on which securities of the leased premises at all times. The Lessee shall maintain the cleanliness of the interior area of the leased premises at its expense. The Lessee itself, same class or whoever acts on its behalf or the managing company shall clean the leased premises, as chosen series issued by the Lessee. In Company are then listed or traded; (k) cooperate with the event that Investors who hold Registrable Securities being offered to facilitate the Lessee chooses timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to clean the interior of the leased premises on its own, it shall notify its decision to the managing company and shall be responsible for the cleaning and all subsequent operations, including responsibility for possible damages and possible liability insurance. 6.10 To assume responsibility for any damage and/or loss caused by negligence and/or due to the breach of this agreement and/or according to the instructions of any law, by the Lessee, or by its employees or whoever acts on its behalf and/or whoever operates the business in the leased premises, for the leased premises, for the project, for any third party that enters the leased premises or enters the project and also for any damage and/or loss caused by negligence and/or due to the breach of this agreement by the Lessee to other holders, clients and visitors to the project and/or to any third party, except damage caused to the project by force majeure or hostilities. The Lessee undertakes to repair any aforementioned damage and/or loss within a reasonable time after occurrence thereof. All the repairs which the Lessee must perform as aforementioned, shall be performed by the managing company only and/or whoever is determined by the managing company, at the expense of the Lessee, unless repairs are very minor. Receipts and/or invoices of the managing company, related to the repair, a copy of which shall be forwarded to the Lessee shall be acceptable to the Lessee and shell serve as proof of correctness thereof. In addition to the aforementioned, it is hereby clarified that repairs in the leased premises and/or in interior walls and/or acoustic ceilings and/or in wall cupboards and doors thereof and replacement of floor carpeting individually as far as the Lessee is obliged to repair and/or replace them offered pursuant to the rental agreement, shall Registration Statement and enable such certificates to be performed by the managing company, at the expense of the Lessee, in the event that the managing company finds that performance of these actions is required and/or upon an order from the Lessee. To remove any doubt, the Lessee undertakes to perform the aforementioned repairs and maintenance in the leased premises, only through the managing company. The Lessee shall pay for these services the actual expenses of the managing company plus VAT at the legal rate. Nevertheless, the provisions of this clause do not derogate the right of the Lessee to perform repairs, interior changes and additions that do not affect the exterior envelop of the building and/or its systems, on its own, as provided by the rental agreement. The Lessee shall be entitled to let into the leased premises contractors acting on its behalf to perform permitted repairs, interior changes and additions, subject to the approval of and coordination with the managing company. The managing company shall not object to the identity of the contractors proposed by the Lessee, unless on reasonable grounds. 6.11 The Lessee declares and acknowledges that it does not and will not have any complaint and/or claim against the Lessor and/or the managing company and/or the holders and/or any other third party in relation with the operation hours of other enterprises in the project and/or the entry and exit arrangements from them and/or noises and/or any inconvenience and/or other disruptions (hereafter "The Disruptions") which can be caused as long such denominations or amounts as the disruptions are Investors may reasonably tolerable under the circumstances. In the event that the Lessee has any complaint and/or claim request and registered in relation to unreasonable disruptions, the Lessee undertakes that it shall not take any steps or act on its own in any way and only address an aforementioned complaint and/or a claim to the managing company. The managing company shall investigate the complaint of the Lessee on the matter and shall employ all reasonable means to resolve the complaint. In the event that the managing company fails to handle the aforementioned disruption due to immaterial reasons for an unreasonable time, under the circumstances, the Lessee shall be entitled to act, reasonably under the circumstances and according to any law to remove the disruption, all subject to the rental agreement. 6.12 It is agreed that any violation of an obligation of the Lessee pursuant to this agreement shall be also regarded for all intents and purposes as a breach of the rental agreement and that both the managing company and the Lessor shall be entitled, to all intents and purposes, to file a claim against the Lessee in respect with the violation of the Lessee's obligations related to each of these parties, either pursuant to this agreement or the rental agreement, all subject to issuing a warning to correct the violation, 30 days in advance. 6.13 The parties agree that in the event that the project is registered as a co-operative house, if so registered, and/or in any other event of establishing a representation of unit owners and/or tenants in the project, the Lessee hereby appoints, by entering this agreement, each of the board of directors of the managing company, as will be from time to time, to attend and vote in its name and on its behalf throughout the lease period and the additional lease period, if any, in every meeting of owners and/or holders of the commerce areas in the project, in the event that the project shall be registered as a co-operative house. This power of attorney is irrevocable throughout the lease period, including the additional lease period, since the rights of a third party depend on it. The power of attorney relates to assemblies and/or meetings related to the management and performance of the services as defined above and to the execution of all the provisions of this agreement. It is hereby clarified that the attorneys shall not be entitled, upon attending and voting in the name and on behalf of the Lessee, to oblige the Lessee to pay payments that deviate from payments which the Lessee is required to pay pursuant to the provisions of this agreement and/or amend all other conditions of this agreement and/or the rental agreement. 6.14 The Lessee agrees, that on all matters related to the management and performance of the services in particular and to fulfillment of all the provisions of this agreement in general, as long as this agreement is valid, the board of directors of the managing company or whoever is appointed by it shall act such names as the representative of the co-operative house, in accordance with the Land Law. It is hereby clarified, that the board of directors, in its role as the said representative of the co-operative house shall not be entitled to oblige the Lessee to pay payments that deviate from payments which the Lessee is required to pay pursuant to the provisions of this agreement and/or amend all other conditions of this agreement and/or the rental agreementInvestors may request. 6.15 Clause 6 and all its subsections is a principal part of the agreement and violation of this clause or violation of any part thereof consists a material breach of the agreement.