OCS. Except as set forth in Section 3.8(i) of the Company Disclosure Letter, none of the Company Products or any products or Intellectual Property under development by Company, directly or indirectly, is based upon, uses or incorporates any Intellectual Property or Intellectual Property Rights that were developed using funding provided by the OCS (“OCS Funded Technology”), nor does the OCS or any Governmental Entity have any ownership interest in or right to restrict the sale, licensing, distribution or transfer of any Company Intellectual Property or Company Products. Except as set forth in Section 3.8(i) of the Company Disclosure Letter, and without limiting the foregoing, each item of Company Intellectual Property is freely transferable, conveyable and/or assignable by the Company and/or the Surviving Company to any entity located in any jurisdiction in the world without any restriction, constraint, control, supervision or limitation that could be imposed by the OCS or any other Governmental Entity.
OCS. Purchaser is aware that the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of Israel (“OCS”), has throughout the years, provided the Company with approximately US $___________ for funding of certain research and development projects of the Company's Technology and that the Company is subject to the provisions of The Encouragement of Research and Development in Industry Law 5744-1984 (the "R&D Law"). Purchaser is aware that the Company is required to pay royalties for products developed with the aid of the OCS, and undertakes to cause the Company to pay such royalties as required. The Purchaser is also aware of additional restrictions and undertakings towards the OCS including restrictions concerning the transfer of technologies outside of Israel, and Purchaser undertakes to comply with any of such restrictions, obligations and undertakings according to the provisions of the R&D Law.
OCS. The Outer Continental Shelf of the Gulf of Mexico.
OCS. “OCS” means the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry.
OCS. (a) Promptly following the execution of this Agreement, and in any event within three (3) Business Days from the date hereof, Valor will submit to the Research Committee of the OCS an application to obtain the OCS Approval, in the form attached hereto as Schedule 8.8(a)(i). HW and Holdco will cooperate with Valor in obtaining the OCS Approval as promptly as practicable following the filing of such application, including, without limitation, by executing and delivering the undertaking to comply with the R&D Law in the form attached hereto as Schedule 8.8(a)(ii). Each party agrees that, from the Agreement Date until the twelve (12) month anniversary of the ISR Effective Time, it shall not, and shall cause its Affiliates not to, include any plan, proposal or intention that does not comply with the first sentence of Section 8.13 in any application, undertaking, filing, correspondence, discussion or other communication to or with the OCS or any committee or department thereof.
OCS. None of the Company Products (including any products or services under development), or any Intellectual Property under development by Company, directly or indirectly, is based upon, uses or incorporates any Intellectual Property or Intellectual Property Rights that were developed using funding provided by the Office of the Chief Scientist of the Israeli Ministry of Economy (formerly referred to as the Ministry of Industry, Trade & Labor, (“OCS”), nor does the OCS or any other Governmental Authority have any ownership interest in or right to restrict the sale, licensing, distribution or transfer of any Company Intellectual Property or Company Products. Without limiting the generality of the foregoing, each item of Company Intellectual Property is and will be freely transferable, conveyable and/or assignable by the Company and/or a Subsidiary of the Company to any entity located in any jurisdiction in the world without any restriction, constraint, control, supervision or limitation that could be imposed by the OCS or any other Governmental Authority.
OCS. The Buyer and Parent represent that they are aware that the Company has received funds from the OCS and is bound by certain obligations regarding such support, including that: (i) the Company is, or may be, required to pay royalties to the OCS on sale of certain products if the development of such products was supported by the OCS (whether prior to or after the Closing Date), and (ii) applicable law in Israel prohibits transfer of know-how and technology created through the support of the OCS, and prohibits transfer of manufacture rights for products based on such know-how and technology, except with the prior written approval of the OCS and subject to payment of certain amounts. Buyer undertakes to cause the Company to submit the requisite notice to the OCS of the transaction following the Closing.
OCS. Purchaser shall have executed the standard form of the OCS undertaking and delivered it to the OCS.
OCS. The Company has received funding for purposes of research and development from the OCS pursuant to Certificates of Approvals (the “OCS Certificates of Approvals”). The OCS Certificates of Approvals are in full force and effect, have not been revoked or modified and the Company and its Subsidiaries are in compliance with all terms thereof, and are not in violation of any condition or requirement stipulated by the OCS Certificates of Approvals and any applicable laws and regulations with respect to any research and development grants given to it by such office. All information supplied by the Company with respect to such applications was true, correct and complete in all material respects when supplied to the appropriate authorities. The Company's contingent liabilities to the OCS are fully and accurately disclosed in the Prospectus.
OCS. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.
