OCS Clause Samples
The OCS (Owner Controlled Insurance Program) clause establishes that the project owner will procure and maintain certain insurance coverages for the duration of a construction project. Typically, this clause outlines the types of insurance provided, such as general liability or workers’ compensation, and specifies the responsibilities of contractors and subcontractors regarding participation in the program. By centralizing insurance procurement, the OCS clause streamlines coverage, reduces duplication of insurance costs, and ensures consistent protection for all parties involved in the project.
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. The Outer Continental Shelf of the Gulf of Mexico.
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. 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. 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. 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 received funding for purposes of research and development from the Office of the Chief Scientist of the Israel Ministry of Industry, Trade and Labor 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 as to grants for projects that the OCS has not confirmed as having been closed. 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. Purchaser shall have executed the standard form of the OCS undertaking and delivered it to the OCS.
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").
(ii) Prior to Closing, Buyer shall determine which of the plans listed in Section B of Schedule XII it agrees to assume; provided that Buyer shall be obligated to assume any OCS plan listed in Schedule XI that relates solely to Transferred Intellectual Property and with respect to which the OCS confirmed that there are no outstanding monetary obligations arising as a result of the consummation of the transactions contemplated hereunder.
OCS. Other than commitments of Parent required to be undertaken at the Effective Time by the OCS, B-Balloon 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 B-Balloon with respect to such applications was true, correct and complete in all material respects when supplied to the appropriate authorities.