IIA. Neither the Company nor any of its Subsidiaries (i) is in violation with respect to any instrument of approval or grant which has been granted to it by the Israeli Innovation Authority the Ministry of Economy and Industry of the State of Israel, or (ii) is in violation with respect to any instrument of approval granted to it by the Investment Center of the Ministry of Economy and Industry of the State of Israel (the “Investment Center”). The Company has not applied to the Investment Center for any “approved enterprise,” “benefited enterprise” or “preferred enterprise” status with respect to any of the Company’s facilities or operations.
IIA. The approval required to be obtained from the IIA of the IIA Notice shall have been granted prior to Closing.
IIA. Parent shall have executed an undertaking in customary form in favor of the IIA to comply with the provisions of the Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984.
IIA. Time the culture. Following the establishment of the culture, cells undergo a long period of steady proliferation (phase IIa). Hereafter, a period follows in which the growth speed of the culture, measured by the time required to reach confluence, significantly decreases (phase IIb). Cultures then degenerate and cell division ceases, resulting in growth arrest (phase III or senescence). Senescent fibroblasts have a characteristic phenotype; cells increase in overall size and lose their spindle shape appearance (Xxxxxxxxx et al., 1979; Xxxxxxxx and Xxxxxxxx, 1961; Xxxxxxxxxx and Xxxxxxxxxxx, 1969). Senescent cells fail to respond to mitogenic stimuli, but maintain metabolic activity and can remain viable in culture essentially indefinitely (Xxxxxxxxx et al, 1979; Xxxxxxx et al., 1994) owing to resistance to apoptosis (Xxxxxxxx et al., 2004, Xxxxxx et al., 2005). On a molecular level, changes occur in gene expression and protein processing during the course of cellular senescence (Xxxxxxxxxx and Xxxxx, 1973; Xxxxxxxxx et al., 1979; Xxxxx et al., 1998; Xxxxxxxxx et al., 2006; Xxxx et al., 2006) including an increased activity of the enzyme β-galactosidase (Xxxxx et al., 1995).
IIA. Parent shall have executed and delivered to the IIA an undertaking in customary form in favor of the IIA to comply with the applicable rules of the R&D Law.
IIA. The Company has Made Available to Purchaser accurate and complete copies of (i) all applications and material correspondence submitted or received by the Company to or from the IIA or to or from any other Governmental Body in connection with a Governmental Grant or application therefore, and (ii) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to any Acquired Company by the IIA or any other such Governmental Body in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of an Acquired Company, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company has not made any misstatements of fact or disclosures that are not accurate or complete. Part 2.12(g) of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations of the Company under each Governmental Grant with respect to royalties or other payments. Except for undertakings set forth in letters of approvals provided under any applicable Israeli law, there are no undertakings on the part of any Acquired Company that were given in connection with any Governmental Grant by any Acquired Company. Each Acquired Company is in compliance, in all material respects, with the terms, conditions, requirements and criteria of all Governmental Grants (including any reporting requirements) and has duly fulfilled all conditions, undertakings and other material obligations relating thereto. No Acquired Company has, prior to the date of this Agreement, transferred any Acquired Company IP that was developed with the support of IIA funding or in consequence thereof outside of Israel. No claim or challenge have been made by any Governmental Body with respect to the entitlement of any Acquired Company to any Governmental Grant or the compliance with the terms, conditions, obligations or laws relating to the Governmental Grants. 2.13
IIA. As of the Closing Date, no Israeli Loan Party has received any grants, funds or benefits (including, but not limited to, tax benefits) from the IIA (formerly known as, the National Authority for Technological Innovation) or any other Governmental Authority except as provided in Schedule 5.26. No Israeli Loan Party is obligated to pay any royalties or any other payments to the IIA or any other Governmental Authority, except as provided in Schedule 5.26. The transactions contemplated under this Agreement, the Collateral Pledge Agreements and any other Loan Documents (including the realization of any Collateral) are not subject to any right and do not require the approval of the IIA or any other Governmental Authority, except as provided in Schedule 5.26. Third Amended and Restated Loan and Security Agreement – Xxxxxx.xx Inc. (January 2024) 26
IIA. Such Consideration Recipient is aware that the Purchaser is subject to IIA regulations and applicable Laws. Each Consideration Recipient acknowledges that the Purchaser has received funds from the IIA and is subject to the Law of Encouragement of Research and Development in the Industry and the rules and regulations promulgated thereunder. Each Consideration Recipient acknowledges that it is specifically aware that production or products developed by the Company with IIA funding anywhere outside of Israel and the transfer of know-how developed by the Company with IIA funding are subject to the Law of Encouragement of Research and Development in the Industry and the rules and regulations promulgated thereunder.
IIA. The IIA shall have approved the transfer of the Purchased Assets to the Buyer, along with the IIA Plans.
IIA. COMPENSATION ------------ [The Fund shall pay to the Distributor as compensation for services under the Rule 12b-1 Plan(s) adopted by the Fund and this Agreement a distribution fee with respect to the Fund's classes and/or series of Shares as described in each of the Fund's respective Plans and this Agreement.] [So long as a Plan or any amendment thereto is in effect, the Distributor shall inform the Board of Trustees of the commissions with respect to the relevant class and/or series of Shares to be paid by the Distributor to account executives of the Distributor and to broker-dealers and financial institutions which have dealer agreements with the Distributor. So long as a Plan (or any amendment thereto) is in effect, at the request of the Board of Trustees or any agent or representative of the Fund, the Distributor shall provide such additional information as may reasonably be requested concerning the activities of the Distributor hereunder and the costs incurred in performing such activities with respect to the relevant class and/or series of Shares.] [As compensation for the services performed and the expenses assumed by the Distributor under this Agreement including, but not limited to, any commissions paid for sales of Shares, the Distributor shall be entitled to [the] fees and expenses [set forth in Schedule B to this Agreement] which are payable [promptly after the last day of each month]. Such fees shall be paid to the Distributor by the Fund pursuant to its Rule 12b-1 plan or, if Rule 12b-1 payments are not sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if the [Fund or the] Fund's sponsor otherwise determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay the Distributor, the [Fund or the] Fund`s sponsor shall be responsible for the payment of the amount of such fees not covered by Rule 12b-1 payments.]
