Common use of The Restructuring Clause in Contracts

The Restructuring. Prior to the Closing Date, the Sellers and the Company shall make their best effort to cause the Company and the Subsidiaries to complete a restructuring of the Business commenced prior to the date hereof, so as to separate the Retained Business from the Excluded Business by way of assigning, conveying and transferring (i) the Excluded Business, including all of the Excluded Contracts, to Endan; and (ii) the Retained Business and the Contracts to the Company; and (iii) the selling of the Excluded Subsidiaries to certain of the Sellers, all in a manner that will leave the Company and the Retained Subsidiary free of any rights and liabilities relating or connected to, arising under or resulting from the Excluded Business (the "Restructuring"). Without limiting the generality of the foregoing sentence, in connection with the implementation of the Restructuring the Company and the applicable Subsidiaries (as the case may be) shall, inter alia: 6.3.1 Assign each of the Excluded Contracts listed in Section 6.3.1(a) of the Company's Disclosure Schedule initially entered into by the Company or the Retained Subsidiary, to Endan, which shall assume all liabilities for the performance of such Excluded Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Excluded Contracts to the said assignment. It is agreed that each of the other parties to any Excluded Contract assigned to Endan shall execute and deliver to the Company, or the Retained Subsidiary, a letter of consent in the form attached hereto as Annex 5, or any other form agreed to in writing by the Buyer. 6.3.2 Assign each of the Contracts listed in Section 6.3.2 of the Company's Disclosure Schedule, initially entered into by one of the Excluded Subsidiaries, to the Company, which shall assume all liabilities for the performance of such Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Contracts to the said assignment. It is agreed that each of the other parties to any Contract assigned to the Company shall execute and deliver, a letter of consent in the form attached hereto as Annex 6, or any other form agreed to in writing by the Buyer. For the avoidance of doubt, nothing in this Section 6.3.2 shall derogate from the Seller's undertaking to indemnify the Buyer Indemnified Persons for any breach of the said Contracts occurring prior to the Closing Date, as provided and subject to the limitations set forth in Section 9.2 below. 6.3.3 Obtain the approval of Chief Scientist of the Ministry of Industry and Trade's Industrial Research and Development Administration or any other Government Entity to the Restructuring, to the extent required. 6.3.4 At Sellers' discretion, negotiated a preliminary Tax ruling with respect to each of the Sellers, in connection with the transactions contemplated by this Agreement and the Restructuring (the "Tax Ruling"); provided, however, that (i) the Sellers, the Company and the Retained Subsidiary shall refrain from making any representation in the name of the Company or the Retained Subsidiary in connection with the obtaining of the Tax Ruling, or taking any other action which may bind the Company or the Retained Subsidiary in any way with respect to, or resulting from, the process of or the obtaining of the Tax Ruling; (ii) prior to the agreeing with the Tax authorities as to any binding Tax Ruling, the Sellers shall disclose the terms of any such Tax Ruling to the Buyer. Should the Buyer believe in good faith, and based on a written opinion obtained by it from a respectable tax advisor who is not then engaged by the Buyer or any affiliate thereof (other than for the purpose of obtaining such opinion), that the Tax Ruling is likely to have a material adverse effect on the Company, the Retained Subsidiary and/or the Buyer, then Buyer shall have the right to terminate the Agreement, in accordance with Section 8.1.3 below; and (iii) should all of the Closing Conditions included in Sections 7.1 and 7.3 be satisfied or waived prior to the date of receipt of the Tax Ruling, the Buyer shall have the right to Close the transaction without the Sellers' obtaining the Tax Ruling. 6.3.5 Obtain any remaining consents and waivers from the Retained Employees and Excluded Employees, as contemplated under Section 4.17.4 above. 6.3.6 Assign, transfer or convey to Endan and cause Endan to assume all assets and liabilities associated with the Company's and/or DSS's leased real-estate. 6.3.7 Assign, transfer or convey to Endan and cause Endan to assume Mr. Yacov Neuwirth's debt to the Co▇▇▇▇▇ ▇▇▇ ▇▇▇ other debt of any shareholders or any affiliates thereof to the Company or the Retained Subsidiary; 6.3.8 Assign transfer or convey to Endan and cause Endan to assume all intangible assets and goodwill associated with the Excluded Business, as well as all of the other assets and liabilities of the Company and the Retained Subsidiary including without limitation the Excluded Contracts, other than (i) the assets and liabilities directly connected to the Retained Business, reflected in the Reviewed Balance Sheet; (ii) other assets and liabilities (including, for the avoidance of doubt, intangible assets and/or goodwill) which the Parties shall have agreed not to assign to the Excluded Subsidiaries and which shall also be reflected on the Reviewed Balance Sheet; (iii) advance payments to the tax authorities on account of non-deductible expenses ("Odfot") in respect of the Company and the Retained Subsidiary, (iv) deferred Taxes of the Company and the Retained Subsidiary, (v) the fixed assets listed in Section 4.6 of the Company's Disclosure Schedule; and (vi) any other assets of the Company and the Subsidiaries that cannot be assigned to the Excluded Subsidiaries under the Applicable Laws. Assets of the Company and the Subsidiaries that were not included in the Reviewed Balance Sheet or fall within the criteria set forth in paragraphs (i) through (vi) above, shall be deemed transferred to the Excluded Subsidiaries under the Restructuring, and the Buyer shall sign all of the required documents to transfer them and the benefits resulting therefrom, to the Excluded Subsidiaries, if not transferred to the Excluded Subsidiaries prior to the Closing. 6.3.9 To the extent that (i) any Excluded Contract entered into by the Company or the Retrained Subsidiary or (ii) any Contract entered into by an Excluded Subsidiary, which should have been assigned, conveyed or transferred to or from the Company under this Section 6.3, as the case maybe, or any claim, right or benefit arising thereunder or resulting therefrom ("Un-assignable Contract"), is not capable of being conveyed, assigned or transferred without the approval, consent or waiver of the other party thereto, then except as expressly provided herein (and without derogating from the provisions of Section 6.1.2 above and Section 7.3.5 below (i.e., the Closing Condition regarding completion of the Restructuring), this Agreement shall not constitute a conveyance, assignment or transfer thereof, or an attempted sale, conveyance, assignment or transfer thereof absent such approvals, consents or waivers. From and after the Closing, (A) the Excluded Subsidiaries shall promptly and with reasonable degree of care pay to the Company when received all monies received by any of the Excluded Subsidiaries which are connected to or arising from the Retained Business (against the issuance of a valid tax receipt) and (B) the Company and/or the Retained Subsidiary shall promptly and with reasonable degree of care pay to the applicable Excluded Subsidiaries when received all monies received by them, which are connected to or arising from the Excluded Business (against the issuance of a valid tax receipt). During the first six-month period commencing on the Closing Date, each of the Company and the Subsidiaries shall fulfill its obligations under this Section 6.3.9 free of charge. Upon the expiration of such six-month period, the Company shall have the right to charge the Excluded Subsidiaries, a fee in an amount of 1% (one percent) of any amounts collected and paid by it pursuant to the provisions of this Section 6.3.9, and upon the expiration of a period of 12 months from the Closing Date, the said fee shall be increased to 2% (two percent) of any amounts collected and paid by the Company pursuant to the provisions of this Section 6.3.9. Furthermore, the Company's obligation to collect and remit payments to the Excluded Subsidiaries under this Section 6.3.9 shall expire on the second anniversary of the Closing Date. For the avoidance of doubt, the Excluded Subsidiaries shall not be entitled to collect any fees whatsoever in connection with the provision of the said service to the Company nor shall their obligation to do so expire at any time prior to the completion of the assignment of each of the Contracts to the Company or the expiration of their term in accordance with the provisions thereof. Furthermore, for the avoidance of doubt, and not withstanding any of the limitations set forth in Article 9, it is agreed that the Person for the benefit of whom the collecting and paying services are performed pursuant to this Section 6.3.9 (the "Beneficiary of the Service"), shall indemnify and hold harmless the Person providing such collecting and remittance services (the "Provider of Services"), from and against (x) any liability arising from or connected to the provision of such services and (y) any other liability resulting from the fact that the Provider of Services has remained the "front" vis-a-vis the legal relationship with the other party to the applicable Contract or Excluded Contract, as the case may be (including any liability resulting from the breach of such contract by the Beneficiary of the Service); provided however that nothing in this paragraph shall be construed to release the Provider of Services from its obligation to transfer to the Beneficiary of the Service, any funds received by it belonging to the Beneficiary of the Service, as provided in the previous paragraph.

The Restructuring. Prior (a) The Restructuring will be implemented through the filing of the Chapter 11 Cases and the confirmation and consummation of the Plan. (b) The Term Sheet is expressly incorporated herein by reference and is made part of this Agreement. References to "the Agreement," "this Agreement," "herein" or "hereof" include this Agreement and each of the Exhibits. Unless otherwise specified herein, the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." In the event the terms and conditions as set forth in the Exhibits and this Agreement are inconsistent, the terms and conditions as set forth in this Agreement shall govern. (c) Each Party shall negotiate in good faith and use commercially reasonable efforts to complete the definitive documentation (which shall include customary releases in favor of the Supporting Noteholders, the other Supporting Parties, management, directors and advisors) for the Restructuring and the transactions contemplated by this Agreement as reasonably necessary and appropriate to consummate the Restructuring, including each of the Investment Agreement, the Plan and all documents that will comprise supplements to the Closing DatePlan, the Sellers Disclosure Statement, the IFC-OFID Loan Purchase Agreement, the Management Services Agreement, if requested by the Majority Supporting Noteholders in a form to be mutually agreed by UABL S.A., the Majority Supporting Noteholders, the IFC Lender and the Company shall make their best effort to cause the Company OFID Lender, and the Subsidiaries Confirmation Order in a form to complete a restructuring be mutually agreed by the Parties (collectively, the "Definitive Documents"), each of which shall be consistent in all material respects with this Agreement and the Business commenced prior Term Sheet and shall be in form and substance, and with representations, warranties, covenants and other terms and conditions, except as otherwise specified above, reasonably acceptable to the date hereof, so as to separate the Retained Business from the Excluded Business by way of assigning, conveying and transferring (i) the Excluded Business, including all of the Excluded Contracts, to Endan; Supporting Parties and (ii) the Retained Business Company. (d) Each Party shall act in good faith and use commercially reasonable efforts to complete the Restructuring in accordance with the deadlines specified below, which deadlines in all cases may be extended by written agreement of the Company and the Contracts Supporting Parties (collectively, the "Milestones"): (i) the Definitive Documents (other than the Management Services Agreement and the Confirmation Order) shall be in final form reasonably satisfactory in all material respects to the Company; Company and the Supporting Parties on or before November 23, 2016; (ii) the Company shall (1) commence the Solicitation on or before November 30, 2016 and (2) keep the Solicitation open until no later than January 4, 2017; (iii) the selling of Chapter 11 Cases shall be commenced no later than January 10, 2017; (iv) the Excluded Subsidiaries Company shall file a motion to certain of assume this Agreement on the Sellers, Petition Date that is in form and substance reasonably satisfactory in all in a manner that will leave material respects to the Company and the Retained Subsidiary free Supporting Parties; (v) the Parties shall support and take all steps reasonably necessary to obtain entry of an order approving this Agreement in all material respects (including approval of any rights fee and liabilities relating expense reimbursement payable hereunder, including any Termination Fee payable to Sparrow) and the Company's assumption thereof, which order shall be in form and substance reasonably satisfactory in all material respects to the Company and the Supporting Parties and shall be entered by the Bankruptcy Court (and not be stayed) no later than February 9, 2017; (vi) the hearing to confirm the Plan, and approve the Disclosure Statement and Solicitation in connection therewith shall be held as soon as reasonably practicable, but in no event later than February 27, 2017; and (vii) On or connected tobefore February 28, arising under or resulting from 2017, (1) the Excluded Business (Bankruptcy Court shall enter a Confirmation Order that is in form and substance reasonably satisfactory in all material respects to the "Restructuring"). Without limiting the generality Company and each of the foregoing sentenceSupporting Parties confirming the Plan, which order shall (x) provide, inter alia, that the Parties have proceeded in good faith in all respects in connection with the implementation of the Restructuring the Company Chapter 11 Cases and the applicable Subsidiaries (as the case may be) shall, inter alia: 6.3.1 Assign each of the Excluded Contracts listed in Section 6.3.1(a) of the Company's Disclosure Schedule initially entered into by the Company or the Retained Subsidiary, to Endan, which shall assume all liabilities for the performance of such Excluded Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Excluded Contracts to the said assignment. It is agreed that each of the other parties to any Excluded Contract assigned to Endan shall execute and deliver to the Company, or the Retained Subsidiary, a letter of consent in the form attached hereto as Annex 5, or any other form agreed to in writing by the Buyer. 6.3.2 Assign each of the Contracts listed in Section 6.3.2 of the Company's Disclosure Schedule, initially entered into by one of the Excluded Subsidiaries, to the Company, which shall assume all liabilities for the performance of such Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Contracts to the said assignment. It is agreed that each of the other parties to any Contract assigned to the Company shall execute and deliver, a letter of consent in the form attached hereto as Annex 6, or any other form agreed to in writing by the Buyer. For the avoidance of doubt, nothing in this Section 6.3.2 shall derogate from the Seller's undertaking to indemnify the Buyer Indemnified Persons for any breach of the said Contracts occurring prior to the Closing Date, as provided and subject to the limitations set forth in Section 9.2 below. 6.3.3 Obtain the approval of Chief Scientist of the Ministry of Industry and Trade's Industrial Research and Development Administration or any other Government Entity to the Restructuring, to the extent required. 6.3.4 At Sellers' discretion, negotiated a preliminary Tax ruling with respect to each of the Sellers, in connection with the transactions contemplated by this Agreement and the Restructuring (the "Tax Ruling"); provided, however, that (i) the Sellers, the Company and the Retained Subsidiary shall refrain from making any representation in the name of the Company or the Retained Subsidiary in connection with the obtaining of the Tax Ruling, or taking any other action which may bind the Company or the Retained Subsidiary in any way with respect to, or resulting from, the process of or the obtaining of the Tax Ruling; (ii) prior to the agreeing with the Tax authorities as to any binding Tax Ruling, the Sellers shall disclose the terms of any such Tax Ruling to the Buyer. Should the Buyer believe in good faith, and based on a written opinion obtained by it from a respectable tax advisor who is not then engaged by the Buyer or any affiliate thereof (other than for the purpose of obtaining such opinion), that the Tax Ruling is likely to have a material adverse effect on the Company, the Retained Subsidiary and/or the Buyer, then Buyer shall have the right to terminate the Agreement, in accordance with Section 8.1.3 below; and (iii) should all of the Closing Conditions included in Sections 7.1 and 7.3 be satisfied or waived prior to the date of receipt of the Tax Ruling, the Buyer shall have the right to Close the transaction without the Sellers' obtaining the Tax Ruling. 6.3.5 Obtain any remaining consents and waivers from the Retained Employees and Excluded Employees, as contemplated under Section 4.17.4 above. 6.3.6 Assign, transfer or convey to Endan and cause Endan to assume all assets and liabilities associated with the Company's and/or DSS's leased real-estate. 6.3.7 Assign, transfer or convey to Endan and cause Endan to assume Mr. Yacov Neuwirth's debt to the Co▇▇▇▇▇ ▇▇▇ ▇▇▇ other debt of any shareholders or any affiliates thereof to the Company or the Retained Subsidiary; 6.3.8 Assign transfer or convey to Endan and cause Endan to assume all intangible assets and goodwill associated with the Excluded Business, as well as all of the other assets and liabilities of the Company and the Retained Subsidiary including without limitation the Excluded Contracts, other than (i) the assets and liabilities directly connected to the Retained Business, reflected in the Reviewed Balance Sheet; (ii) other assets and liabilities (including, for the avoidance of doubt, intangible assets and/or goodwill) which the Parties shall have agreed not to assign to the Excluded Subsidiaries and which shall also be reflected on the Reviewed Balance Sheet; (iii) advance payments to the tax authorities on account of non-deductible expenses ("Odfot") in respect of the Company and the Retained Subsidiary, (iv) deferred Taxes of the Company and the Retained Subsidiary, (v) the fixed assets listed in Section 4.6 of the Company's Disclosure Schedule; and (vi) any other assets of the Company and the Subsidiaries that cannot be assigned to the Excluded Subsidiaries under the Applicable Laws. Assets of the Company and the Subsidiaries that were not included in the Reviewed Balance Term Sheet or fall within the criteria set forth in paragraphs (i) through (vi) above, shall be deemed transferred to the Excluded Subsidiaries under the Restructuring, and the Buyer shall sign all of the required documents to transfer them and the benefits resulting therefrom, to the Excluded Subsidiaries, if not transferred to the Excluded Subsidiaries prior to the Closing. 6.3.9 To the extent that (i) any Excluded Contract entered into by the Company or the Retrained Subsidiary or (ii) any Contract entered into by an Excluded Subsidiary, which should have been assigned, conveyed or transferred to or from the Company under this Section 6.3, as the case maybe, or any claim, right or benefit arising thereunder or resulting therefrom ("Un-assignable Contract"), is not capable of being conveyed, assigned or transferred without the approval, consent or waiver of the other party thereto, then except as expressly provided herein (and without derogating from the provisions of Section 6.1.2 above and Section 7.3.5 below (i.e., the Closing Condition regarding completion of the Restructuring), this Agreement shall not constitute a conveyance, assignment or transfer thereof, or an attempted sale, conveyance, assignment or transfer thereof absent such approvals, consents or waivers. From and after the Closing, (A) the Excluded Subsidiaries shall promptly and with reasonable degree of care pay to the Company when received all monies received by any of the Excluded Subsidiaries which are connected to or arising from the Retained Business (against the issuance of a valid tax receipt) and (B) the Company and/or the Retained Subsidiary shall promptly and with reasonable degree of care pay to the applicable Excluded Subsidiaries when received all monies received by them, which are connected to or arising from the Excluded Business (against the issuance of a valid tax receipt). During the first six-month period commencing on the Closing Date, each of the Company and the Subsidiaries shall fulfill its obligations under this Section 6.3.9 free of charge. Upon the expiration of such six-month period, the Company shall have the right to charge the Excluded Subsidiaries, a fee in an amount of 1% (one percent) of any amounts collected and paid by it pursuant to the provisions of this Section 6.3.9, and upon the expiration of a period of 12 months from the Closing Date, the said fee shall be increased to 2% (two percent) of any amounts collected and paid by the Company pursuant to the provisions of this Section 6.3.9. Furthermore, the Company's obligation to collect and remit payments to the Excluded Subsidiaries under this Section 6.3.9 shall expire on the second anniversary of the Closing Date. For the avoidance of doubt, the Excluded Subsidiaries shall not be entitled to collect any fees whatsoever in connection with the provision of the said service to the Company nor shall their obligation to do so expire at any time prior to the completion of the assignment of each of the Contracts to the Company or the expiration of their term in accordance with the provisions thereof. Furthermore, for the avoidance of doubt, and not withstanding any of the limitations set forth in Article 9, it is agreed that the Person for the benefit of whom the collecting and paying services are performed pursuant to this Section 6.3.9 (the "Beneficiary of the Service"), shall indemnify and hold harmless the Person providing such collecting and remittance services (the "Provider of Services"), from and against (x) any liability arising from or connected to the provision of such services and (y) any other liability resulting from approve the fact that Company's assumption of the Provider Investment Agreement, the Management Services Agreement and the IFC-OFID Loan Purchase Agreement and (2) the Company shall achieve substantial consummation of Services has remained the Plan (the date of such consummation, the "front" vis-a-vis the legal relationship with the other party to the applicable Contract or Excluded Contract, as the case may be (including any liability resulting from the breach of such contract by the Beneficiary of the ServiceEffective Date"); provided however that nothing in this paragraph shall be construed to release the Provider of Services from its obligation to transfer to the Beneficiary of the Service, any funds received by it belonging to the Beneficiary of the Service, as provided in the previous paragraph.

The Restructuring. (a) As of the date of this Agreement, the Previous Holders own 100% of the Shares and Interests. Prior to the Closing Contribution Date, the Sellers Seller will acquire directly from the Previous Holders in sale and purchase transactions (and not through other Persons or steps or by way of dividends) all of the Shares and Interests such that Seller becomes the sole direct, legal and beneficial owner of the OFS Companies as a result of such sale and purchase transactions. Seller shall be permitted to enter into supplements or addendums to the respective agreements between Seller and the Previous Holders after the Final Completion Statement Date in order to make the values assigned to the Shares and Interests consistent with the Allocation, provided that such supplements or addendums do not create any Liability (including for Taxes) for Purchaser, any of its Subsidiaries, any OFS Company shall make their or the Business, including for purposes of Section 3.03(d). (b) To effect the Restructuring and at its own expense Seller shall: (i) take its best effort efforts to, and to cause the Company Previous Holders or any of its Affiliates to take any and all actions required to effect the Subsidiaries to complete a restructuring of the Business commenced prior to the date hereof, so as to separate the Retained Business from the Excluded Business by way of assigning, conveying Restructuring in accordance with this Section 5.20 and transferring (iSection 3.04(b) the Excluded Business, including all of the Excluded Contracts, to Endan; and (ii) take its best efforts to, and to cause the Retained Business Previous Holders to, obtain any and all Permits, Consents, Approvals or Governmental Authorisations necessary or appropriate to effect the Contracts Restructuring in compliance with this Section 5.20 and Section 3.04(b), including but not limited to the Company; and (iii) the selling FAS Approval of the Excluded Subsidiaries Restructuring. (c) Seller and Purchaser shall cooperate to certain of ensure that the Sellers, all Restructuring is carried out by Seller in a manner mutually and reasonably acceptable to Seller and Purchaser; provided that will leave Purchaser hereby accepts and agrees the Company Restructuring may be completed notwithstanding the deferred payments to be made by Seller to the Previous Holders for the Interests and the Retained Subsidiary free Shares pursuant to the terms of the respective agreements between Seller and the Previous Holders used to effect the Restructuring, so long as the Previous Holders and their respective shareholders or equity interest owners, as applicable, have waived in writing no later than Contribution any rights and liabilities relating to an Encumbrance on the Shares or connected to, arising under or Interests resulting from such deferred payments. In the Excluded event, prior to or on the Contribution Date, Seller desires to materially change the manner in which it effects the Restructuring, then Seller must obtain the Consent of Purchaser, such Consent not to be unreasonably withheld, conditioned or delayed. No fewer than 15 Business (Days prior to the "Contribution Date, Seller shall provide Purchaser copies of all documents, whether in final or draft form, that Seller has used or plans to use in effecting the Restructuring", except for supplements or addendums to the respective agreements between Seller and the Previous Holders made after the Final Completion Statement Date as specified under Section 5.20(a). Without limiting Seller shall not take (or cause the generality of the foregoing sentence, OFS Companies or any Affiliates to take) any action to which Purchaser reasonably objects in connection with the implementation writing. Copies of the Restructuring Documents shall be provided to Purchaser at Contribution on a DVD (the Company and the applicable Subsidiaries (as the case may be) shall“Restructuring DVD”), inter alia: 6.3.1 Assign each which documents shall be considered part of the Excluded Contracts listed in Section 6.3.1(a) VDR for purposes of this Agreement. The delivery of the Company's Disclosure Schedule initially entered into by the Company or the Retained Subsidiary, to Endan, which shall assume all liabilities for the performance of such Excluded Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Excluded Contracts to the said assignment. It is agreed that each of the other parties to any Excluded Contract assigned to Endan shall execute and deliver to the Company, or the Retained Subsidiary, a letter of consent in the form attached hereto as Annex 5, or any other form agreed to in writing by the Buyer. 6.3.2 Assign each of the Contracts listed in Section 6.3.2 of the Company's Disclosure Schedule, initially entered into by one of the Excluded Subsidiaries, to the Company, which shall assume all liabilities for the performance of such Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Contracts to the said assignment. It is agreed that each of the other parties to any Contract assigned to the Company shall execute and deliver, a letter of consent in the form attached hereto as Annex 6, or any other form agreed to in writing by the Buyer. For the avoidance of doubt, nothing in this Section 6.3.2 shall derogate from the Seller's undertaking to indemnify the Buyer Indemnified Persons for any breach of the said Contracts occurring prior to the Closing Date, as provided and subject to the limitations set forth in Section 9.2 below. 6.3.3 Obtain the approval of Chief Scientist of the Ministry of Industry and Trade's Industrial Research and Development Administration or any other Government Entity to the Restructuring, to the extent required. 6.3.4 At Sellers' discretion, negotiated a preliminary Tax ruling with respect to each of the Sellers, in connection with the transactions contemplated by this Agreement and the Restructuring (the "Tax Ruling"); provided, however, that (i) the Sellers, the Company and the Retained Subsidiary shall refrain from making any representation in the name of the Company or the Retained Subsidiary in connection with the obtaining of the Tax Ruling, or taking any other action which may bind the Company or the Retained Subsidiary in any way with respect to, or resulting from, the process of or the obtaining of the Tax Ruling; (ii) prior to the agreeing with the Tax authorities as to any binding Tax Ruling, the Sellers shall disclose the terms of any such Tax Ruling to the Buyer. Should the Buyer believe in good faith, and based on a written opinion obtained by it from a respectable tax advisor who is not then engaged by the Buyer or any affiliate thereof (other than for the purpose of obtaining such opinion), that the Tax Ruling is likely to have a material adverse effect on the Company, the Retained Subsidiary and/or the Buyer, then Buyer shall have the right to terminate the Agreement, in accordance with Section 8.1.3 below; and (iii) should all of the Closing Conditions included in Sections 7.1 and 7.3 be satisfied or waived prior to the date of receipt of the Tax Ruling, the Buyer shall have the right to Close the transaction without the Sellers' obtaining the Tax Ruling. 6.3.5 Obtain any remaining consents and waivers from the Retained Employees and Excluded Employees, as contemplated under Section 4.17.4 above. 6.3.6 Assign, transfer or convey to Endan and cause Endan to assume all assets and liabilities associated with the Company's and/or DSS's leased real-estate. 6.3.7 Assign, transfer or convey to Endan and cause Endan to assume Mr. Yacov Neuwirth's debt to the Co▇▇▇▇▇ ▇▇▇ ▇▇▇ other debt of any shareholders or any affiliates thereof to the Company or the Retained Subsidiary; 6.3.8 Assign transfer or convey to Endan and cause Endan to assume all intangible assets and goodwill associated with the Excluded Business, as well as all of the other assets and liabilities of the Company and the Retained Subsidiary including without limitation the Excluded Contracts, other than (i) the assets and liabilities directly connected to the Retained Business, reflected in the Reviewed Balance Sheet; (ii) other assets and liabilities (including, for the avoidance of doubt, intangible assets and/or goodwill) which the Parties shall have agreed not to assign to the Excluded Subsidiaries and which shall also be reflected on the Reviewed Balance Sheet; (iii) advance payments to the tax authorities on account of non-deductible expenses ("Odfot") in respect of the Company and the Retained Subsidiary, (iv) deferred Taxes of the Company and the Retained Subsidiary, (v) the fixed assets listed in Section 4.6 of the Company's Disclosure Schedule; and (vi) any other assets of the Company and the Subsidiaries that cannot be assigned to the Excluded Subsidiaries under the Applicable Laws. Assets of the Company and the Subsidiaries that were not included in the Reviewed Balance Sheet or fall within the criteria set forth in paragraphs (i) through (vi) above, DVD shall be deemed transferred not to breach the Excluded Subsidiaries covenant to close the VDR under the Restructuring, and the Buyer shall sign all of the required documents to transfer them and the benefits resulting therefrom, to the Excluded Subsidiaries, if not transferred to the Excluded Subsidiaries prior to the ClosingSection 5.18. 6.3.9 To the extent that (i) any Excluded Contract entered into by the Company or the Retrained Subsidiary or (ii) any Contract entered into by an Excluded Subsidiary, which should have been assigned, conveyed or transferred to or from the Company under this Section 6.3, as the case maybe, or any claim, right or benefit arising thereunder or resulting therefrom ("Un-assignable Contract"), is not capable of being conveyed, assigned or transferred without the approval, consent or waiver of the other party thereto, then except as expressly provided herein (and without derogating from the provisions of Section 6.1.2 above and Section 7.3.5 below (i.e., the Closing Condition regarding completion of the Restructuring), this Agreement shall not constitute a conveyance, assignment or transfer thereof, or an attempted sale, conveyance, assignment or transfer thereof absent such approvals, consents or waivers. From and after the Closing, (A) the Excluded Subsidiaries shall promptly and with reasonable degree of care pay to the Company when received all monies received by any of the Excluded Subsidiaries which are connected to or arising from the Retained Business (against the issuance of a valid tax receipt) and (B) the Company and/or the Retained Subsidiary shall promptly and with reasonable degree of care pay to the applicable Excluded Subsidiaries when received all monies received by them, which are connected to or arising from the Excluded Business (against the issuance of a valid tax receipt). During the first six-month period commencing on the Closing Date, each of the Company and the Subsidiaries shall fulfill its obligations under this Section 6.3.9 free of charge. Upon the expiration of such six-month period, the Company shall have the right to charge the Excluded Subsidiaries, a fee in an amount of 1% (one percent) of any amounts collected and paid by it pursuant to the provisions of this Section 6.3.9, and upon the expiration of a period of 12 months from the Closing Date, the said fee shall be increased to 2% (two percent) of any amounts collected and paid by the Company pursuant to the provisions of this Section 6.3.9. Furthermore, the Company's obligation to collect and remit payments to the Excluded Subsidiaries under this Section 6.3.9 shall expire on the second anniversary of the Closing Date. For the avoidance of doubt, the Excluded Subsidiaries shall not be entitled to collect any fees whatsoever in connection with the provision of the said service to the Company nor shall their obligation to do so expire at any time prior to the completion of the assignment of each of the Contracts to the Company or the expiration of their term in accordance with the provisions thereof. Furthermore, for the avoidance of doubt, and not withstanding any of the limitations set forth in Article 9, it is agreed that the Person for the benefit of whom the collecting and paying services are performed pursuant to this Section 6.3.9 (the "Beneficiary of the Service"), shall indemnify and hold harmless the Person providing such collecting and remittance services (the "Provider of Services"), from and against (x) any liability arising from or connected to the provision of such services and (y) any other liability resulting from the fact that the Provider of Services has remained the "front" vis-a-vis the legal relationship with the other party to the applicable Contract or Excluded Contract, as the case may be (including any liability resulting from the breach of such contract by the Beneficiary of the Service); provided however that nothing in this paragraph shall be construed to release the Provider of Services from its obligation to transfer to the Beneficiary of the Service, any funds received by it belonging to the Beneficiary of the Service, as provided in the previous paragraph.