Common use of Signing Date Clause in Contracts

Signing Date. The signing date of this Agreement is the date in which the Company and the Management Venture signed this Agreement, that will be no later than forty five (45) days of the date that the Management Venture was announce as the Successful Bidder in the Tender, unless a later date was determined by the Company (Which in any case shall not be later than one hundred and twenty (120) days from the date of the announcement of the Management Venture as the Successful Bidder) (the “Signing Date”); if the Company and the Management Venture do not sign the Agreement on the same date, the Signing Date will be the date that the Agreement was signed by the Company. Unless otherwise expressly provided in any of the Agreement documents, any provisions of the Agreement documents and any undertaking of the parties by virtue of such documents will enter into force upon the Signing Date. The Management Venture declares, represents and warrants that until the Signing Date it fulfilled all the terms and conditions set forth herein below and delivered to the Company all the documents set forth herein below: 2.2.1. The Performance Bond, in the form of Appendix H (Form of Performance Bond) that shall be attached to this Agreement as Attachment 1; 2.2.2. Letters of undertaking in the form of Appendix D (Declaration and undertaking letters forms) signed by each one of the Management Team Members, that will be attached to this Agreement as Attachment 2; 2.2.3. Insurance policies and signed insurance certificates, in the form set forth in Appendix E (Insurance) pursuant to the provisions set forth in Appendix E (Insurance), the copies of which will be attached to this Agreement as Attachment 3 (Insurance Certificates) and as Attachment 4 (Insurance Policies), respectively. 2.2.4. An affidavit in the form set forth in Appendix F (Form of Declaration as to Obtaining Approvals and Permits) as to obtaining all approvals and permits required under any Law for the provision of the Services, including work permits in Israel, that will be attached to this Agreement as Attachment 5. 2.2.5. The company approved all the Management Team Members pursuant to the provisions set forth in Section 2.3.1 (selection of the Management Team Members) 2.2.6. Each one of the Management Team Members that is required to be present in Israel upon the Signing Date pursuant to Attachment C (Presence of the Management Team Members in Israel) of Appendix B (the Services) of the Agreement, is present in Israel; 2.2.7. No Breach Event is ongoing. 2.2.8. The Management Venture shall incorporate as a general partnership in Israel and shall deliver to the Client a true copy of the registration certificate of the general partnership signed by the Registrar of the Companies and Partnerships, which will be attached to this Agreement as Attachment 8. 2.2.9. The Management Venture shall deliver the Company A certificate of exemption from withholding tax, bookkeeping certificate, licensed dealer information, will be attached to this Agreement as Attachment 9, Attachment 10 and Attachment 11, respectively.

Signing Date. The signing date of this Agreement is the date in which the Company and the Management Venture signed this Agreement, that will be no later than forty five (45) days of the date that the Management Venture was announce as the Successful Bidder in the Tender, unless a later date was determined by the Company (Which in any case shall not be later than one hundred and twenty (120) days from the date of the announcement of the Management Venture as the Successful Bidder) (the “Signing Date”); if the Company and the Management Venture do not sign the Agreement on the same date, the Signing Date will be the date that the Agreement was signed by the Company. Unless otherwise expressly provided in any of the Agreement documents, any provisions of the Agreement documents and any undertaking of the parties by virtue of such documents will enter into force upon the Signing Date. The Management Venture declares, represents and warrants that until the Signing Date it fulfilled all the terms and conditions set forth herein below and delivered to the Company all the documents set forth herein below: 2.2.1. The Performance Bond, in the form of Appendix H (Form of Performance Bond) that shall be attached to this Agreement as Attachment 1; 2.2.2. Letters of undertaking in the form of Appendix D (Declaration and undertaking letters forms) signed by each one of the Management Team Members, that will be attached to this Agreement as Attachment 2; 2.2.3. Insurance policies and signed insurance certificates, in the form set forth in Appendix E (Insurance) pursuant to the provisions set forth in Appendix E (Insurance), the copies of which will be attached to this Agreement as Attachment 3 (Insurance Certificates) and as Attachment 4 (Insurance Policies), respectively. 2.2.4. An affidavit in the form set forth in Appendix F (Form of Declaration as to Obtaining Approvals and Permits) as to obtaining all approvals and permits required under any Law for the provision of the Services, including work permits in Israel, that will be attached to this Agreement as Attachment 5. 2.2.5. The company approved all the Management Team Members pursuant to the provisions set forth in Section 2.3.1 (selection of the Management Team Members) 2.2.6. Each one of the Management Team Members that is required to be present in Israel upon the Signing Date pursuant to Attachment C (Presence of the Management Team Members in Israel) of Appendix B (the Services) of the Agreement, is present in Israel; 2.2.7. No Breach Event is ongoing. 2.2.8. The Management Venture shall incorporate as a general partnership in Israel and shall deliver to the Client a true copy of the registration certificate of the general partnership signed by the Registrar of the Companies and Partnerships, which will be attached to this Agreement as Attachment 8. 2.2.9. The Management Venture shall deliver the Company A certificate of exemption from withholding tax, bookkeeping certificate, licensed dealer information, will be attached to this Agreement as Attachment 9, Attachment 10 and Attachment 11, respectively.

Signing Date. The signing date effectiveness of this Agreement is subject to the satisfaction or waiver by the Required Lenders of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement and the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the Company extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable) (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2024, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower, Pledgor and the Management Venture signed Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, that will the condition set forth in this clause (d) shall be no later than forty five deemed satisfied). (45e) days As of the date that hereof and immediately thereafter, no “event of default” or default, in each case, after giving effect to any grace periods provided therein, under the Management Venture was announce as Master Services Agreements or the Successful Bidder Data Center Leases/Licenses, in each case, shall have occurred and be continuing. (f) A certificate of the TenderSecretary, unless a later date was determined by Assistant Secretary, Director, Vice President, President or similar officer, or the Company (Which general partner, managing member or sole member, of the Credit Parties and the Pledgor, in any each case shall not be later than one hundred and twenty (120) days from dated the date hereof and certifying as to the satisfaction of the announcement of the Management Venture as the Successful Bidder) (the “Signing Date”); if the Company and the Management Venture do not sign the Agreement on the same date, the Signing Date will be the date that the Agreement was signed by the Company. Unless otherwise expressly provided in any of the Agreement documents, any provisions of the Agreement documents and any undertaking of the parties by virtue of such documents will enter into force upon the Signing Date. The Management Venture declares, represents and warrants that until the Signing Date it fulfilled all the terms and conditions set forth herein below and delivered to the Company all the documents set forth herein below: 2.2.1. The Performance Bond, in the form of Appendix H (Form of Performance Bond) that shall be attached to this Agreement as Attachment 1; 2.2.2. Letters of undertaking in the form of Appendix D (Declaration and undertaking letters forms) signed by each one of the Management Team Members, that will be attached to this Agreement as Attachment 2; 2.2.3. Insurance policies and signed insurance certificates, in the form set forth in Appendix E (Insurance) pursuant to the provisions set forth in Appendix E (Insurance), the copies of which will be attached to this Agreement as Attachment 3 (Insurance Certificates) and as Attachment 4 (Insurance Policies), respectively. 2.2.4. An affidavit in the form set forth in Appendix F (Form of Declaration as to Obtaining Approvals and Permits) as to obtaining all approvals and permits required under any Law for the provision of the Services, including work permits in Israel, that will be attached to this Agreement as Attachment 5. 2.2.5. The company approved all the Management Team Members pursuant to the provisions set forth in Section 2.3.1 4.01(b), Section 4.01(c) and Section 4.01(e). (selection g) The Administrative Agent (or its counsel) shall have received an executed copy of (i) the Master Services Agreements (including an assignment thereof to the Borrower) and (ii) the Management Team Members)Agreement. |US-DOCS\169633672.18|| 2.2.6(h) The Administrative Agent (or its counsel) shall have received an executed copy of each Data Center Lease/License. (i) The Borrower shall have appointed at least one “independent manager” or “independent director” as contemplated by Section 5.13. (j) The Administrative Agent shall have received the Base Case Model. Each one For purposes of determining compliance with the Management Team Members conditions specified in this Section 4.01, each Lender that is required has signed this Agreement shall be deemed to have consented to, approved or accepted or to be present in Israel upon satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Signing Date pursuant to Attachment C (Presence of the Management Team Members in Israel) of Appendix B (the Services) of the Agreement, is present in Israel; 2.2.7. No Breach Event is ongoing. 2.2.8. The Management Venture Administrative Agent shall incorporate as a general partnership in Israel and shall deliver have received written notice from such Lender prior to the Client a true copy of the registration certificate of the general partnership signed by the Registrar of the Companies and Partnerships, which will be attached to this Agreement as Attachment 8proposed signing date specifying its objection thereto. 2.2.9. The Management Venture shall deliver the Company A certificate of exemption from withholding tax, bookkeeping certificate, licensed dealer information, will be attached to this Agreement as Attachment 9, Attachment 10 and Attachment 11, respectively.