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. Using a multi-criteria decision approach allows for evaluation of numerous spatial data types for an area and provides a relative comparison of how suitable the areas are for offshore wind development. Additionally, natural and cultural resources, industry and operations, various fishing activities, logistics, economics, and national security are described and identified in the WEA model suitability analysis, which is discussed in detail in the Gulf of Mexico Wind Energy Area Modeling Report (xxxxx://xxx.xxxx.xxx/sites/default/files/documents/renewable-energy/state- activities/GOM-WEA-Modeling-Report-Combined.pdf). Additionally, WEA siting informed by ocean planning is helpful in avoiding and minimizing adverse environmental, social, and existing user interactions. Throughout the Area ID process, BOEM used existing datasets to facilitate discussions with ocean users to receive early feedback. BOEM incorporated the feedback from ocean users in the spatial and temporal planning strategies to allow initial compatibility to be assessed while also increasing the efficiency of meaningful communications within and among stakeholders and potentially with industry. The Preliminary WEAs resulting from this analysis are then considered by the decisionmaker to inform the siting of offshore wind. After the close of the Preliminary WEA comment period on September 2, 2022, BOEM finalized the Area ID process by reviewing the input received from all stakeholders mentioned above. XXXX completed the Area ID on October 31, 2022, by identifying the following WEAs within the Call Area: Louisiana Coast Region (Lake Xxxxxxx WEA) and the Texas Coast Region (Galveston WEA). The Area ID announcement and a map of the WEAs are available at: xxxxx://xxx.xxxx.xxx/renewable-energy/state-activities/gulf-mexico-activities.
OCS. Buyer shall, within reasonable time after signing, notify Sellers whether it elects (at its sole and absolute discretion) to remove, dismiss and/or withdraw any constraints, restrictions, and/or limitations imposed by the OCS relating to transfer of the Sellers’ Intellectual Property outside of the State of Israel (including, without limitation, if such transfer of the Sellers Intellectual Property outside of Israel pursuant to Section 19B of the Encouragement of Research and Development in Industry Law - 1984 (the "R&D Law") is effected via the Schedule 2.5 License that would be considered under Section 19B of the R&D Law as a transfer of Intellectual Property outside of Israel). In the event that the Buyer shall so notify the Sellers in writing that it wishes to extract out of Israel and any of the Purchased Assets and/or the Schedule 2.5 License, then to the extent such Purchased Assets were developed or derived, in whole or in part, from grants provided by, or are subject to restrictions, constraint, control, supervision, or limitation imposed by, the OCS under the R&D Law with respect to "know-how" developed using a grant provided by the OCS, the Sellers shall apply to the OCS in order to effect such transfer in accordance with the R&D Law and shall pay all sums required in order to effect such transfer except for the OCS Buyer Reimbursement.
OCS. (i) Following the date hereof, Seller shall provide Buyer with (i) a letter from Seller's auditors confirming the total amount invested by Seller in the research and development covered by the OCS plans listed in Schedule XII, and (ii) evidence in writing indicating the amounts paid to the OCS in connection with the transactions for the sale of the Excluded Intellectual Property and their correlation with the plans listed in Section B of Schedule XII (collectively, the "OCS Deliverables").
OCS. Buyer shall have received the OCS Deliverables as defined in Section 6.16 and the OCS Consent shall be in full force and effect and all amounts due or that became due and payable under all of the OCS programs of Seller prior to the Closing Date (including the repayment to the OCS of all OCS Business Liability that became due and payable for the period prior to the Closing Date, if any) shall have been paid to the OCS, and the OCS shall have confirmed that, as of immediately following the Closing, there will be no royalty payment obligations with respect to revenues generated by the Buyer following the Closing from the sale of products of the Business which incorporate technologies funded by the OCS pursuant to the "generic" OCS Plans of the Seller.
OCS. A duly executed copy of the Rights and Obligations Form ('Tofes Hovot Ve'Zehuyot") of the Office of Chief Scientist, in the form attached as Exhibit 4.3(b)(8)(i) hereto; and a duly executed copy of Seller's withdrawal of its applications for OCS grants listed in Exhibit 4.3(b)(12)(ii).
OCS. Other than commitments of Parent required to be undertaken at the Effective Time by the OCS, Cellvine has satisfied all conditions and requirements of instruments of approval granted to it by OCS and any applicable Laws and regulations, including the Law for the Encouragement of’ Industrial Research and Development, 1984, with respect to any research and development grants given to it by such office, except to the extent that noncompliance with the foregoing, individually or in the aggregate, would not result in a Material Adverse Effect and would not prevent or delay the consummation of the transactions contemplated hereby. All information supplied by Cellvine in connection with such applications was true, correct and complete in all material respects when supplied to the appropriate authorities.
OCS. The Company has provided the OCS with the required notice regarding the transaction contemplated in this Agreement.
