Common use of Breach and Remedies Clause in Contracts

Breach and Remedies. 10.1. In any of the events, specified hereunder, the Purchaser hereby agrees, that the Company shall be entitled, in accordance with its exclusive and absolute discretion, to require from the Purchaser to pay the full amount of the Consideration and/or to notify of the cancellation of this Agreement: 10.1.1. The Purchaser breached an obligation, the breach of which is viewed as a fundamental breach of this Agreement, particularly as the Purchaser fails to pay to the Company any amount whatsoever upon the Determining Date, so long as the Purchaser received a notice with respect to the breach and the breach is not cured within seven business days from the date of the notice, which was passed to the Purchaser with respect to the breach. 10.1.2. Procedures of bankruptcy and/or liquidation and/or receivership and/or execution and/or attachment were applied against the Purchaser, prior to the payment to the Company of the full Consideration in accordance with this Agreement, and these procedures are not revoked within 15 days from the time that the Purchaser or the Company became aware of them, whichever is the earlier. 10.2. In order to remove any doubt, that stated above shall not restrict the right of the Company to act pursuant to the cancellation of this Agreement. 10.3. It is agreed between the parties, that Section 4, 5.3, 6, 7, 8 and 9 of this Agreement are fundamental Sections of this Agreement. A failure to meet these conditions or any of them over a period exceeding three days from the date by which the Purchaser was supposed to fulfill them, or any of them, shall entitle the Company to an agreed in advance fixed compensation of NIS 500,000, together with differences of linkage to the index, that being in addition to any other relief to which the Company is entitled in accordance with any Law. It is hereby clarified, that in such an event, the Company shall be entitled, but not obligated, to realize the original bank guarantee on the account of the agreed upon compensation or any other compensation, which would be due to the Company from the Purchaser. 10.4. It is hereby clarified that nothing in this Agreement shall be interpreted, as if it may prejudice the rights of the Company in accordance with the Contracts Law (Remedies for Breach of Contract), 1971, its other rights in accordance with any Law, including showing a higher damage, if any, in consequence of the breach of the Agreement on the part of the Purchaser.

Breach and Remedies. 10.112.1. In any of Without derogating from the events, specified hereunder, the Purchaser hereby agrees, that the Company shall be entitled, Parties' rights in accordance with its exclusive and absolute discretion, to require from the Purchaser to pay the full amount of the Consideration and/or to notify of the cancellation of this Agreement: 10.1.1. The Purchaser breached an obligation, the breach of which is viewed as a fundamental breach of provisions set forth in this Agreement, particularly as the Purchaser then in any event wherein a Party breaches or fails to pay to the Company uphold any amount whatsoever upon the Determining Date, so long as the Purchaser received a notice with respect to the breach and the breach is not cured within seven business days from the date of the notice, which was passed to the Purchaser with respect to the breach. 10.1.2. Procedures of bankruptcy and/or liquidation and/or receivership and/or execution and/or attachment were applied against the Purchaser, prior to the payment to the Company of the full Consideration term or instruction set forth in accordance with this Agreement, and these procedures are not revoked within 15 days from the time that injured Party may seek the Purchaser or the Company became aware of them, whichever is the earlier. 10.2. In order to remove any doubt, that stated above shall not restrict the right of the Company to act pursuant to the cancellation of this Agreement. 10.3. It is agreed between the parties, that Section 4, 5.3, 6, 7, 8 and 9 of this Agreement are fundamental Sections of this Agreement. A failure to meet these conditions or any of them over a period exceeding three days from the date by which the Purchaser was supposed to fulfill them, or any of them, shall entitle the Company to an agreed remedies set forth in advance fixed compensation of NIS 500,000, together with differences of linkage to the index, that being in addition to any other relief to which the Company is entitled in accordance with any Law. It is hereby clarified, that in such an event, the Company shall be entitled, but not obligated, to realize the original bank guarantee on the account of the agreed upon compensation or any other compensation, which would be due to the Company from the Purchaser. 10.4. It is hereby clarified that nothing in this Agreement shall be interpreted, as if it may prejudice the rights of the Company in accordance with the Contracts Law (Remedies for Breach of Contract), 1971New Jersey. 12.2. It is agreed that in the event of breach (including fundamental breach) of the Agreement by any of the Parties, and the breach is rectifiable, the other Party shall deliver a 30 days advance notice for the purpose of remedying the breach prior to seeking remedies in respect whereof. However, it is agreed that in anything related to a breach in connection with transfer of any amounts that the Investor is obligated to transfer and/or pay, only a 7 days advance notice and warning shall be delivered. 12.3. A failure of either Party (hereinafter: “a Violating Member”) to transfer any of the payments required under this Agreement (including, but not exclusively, the Investment Amount and/or any of the current expenses and/or the finance expenses – in whole or in part), by the predetermined time shall constitute a breach of this Agreement. Without derogating from any right or relief to which the Property Manager and/or the SPV and/or either of the Parties is entitled vis a vis the Violating Member under any law or agreement (including the right to enforce the Violating Member’s undertaking to make said payment and/or to be fully compensated for the damage caused by the breach), the Property Manager shall be entitled, apart from any other legal measure, to operate at its other own exclusive discretion, as specified hereinafter – 12.3.1. To rescind the Agreement and demand that the Violating Member sell its rights in the SPV (and accordingly, in the Units) to any entity (hereinafter “the Entity”) it is instructed by the Property Manager, if the Violating Member does not fix the breach within seven days of receiving a written request to do so. In the event that the breach is not fixed as said, the Violating Member shall sign the appropriate documents for the transfer of its rights in the SPV to any Entity determined by the Property Manager, and as consideration for transferring said rights in Property Manager (and accordingly, in the Units), the Violating Member shall be entitled to a refund of the Investment Amount paid, with the deduction of the following sums: 12.3.1.1. The sum of the Violating Member’s debts to the SPV as of the date of the transfer of rights; 12.3.1.2. To the extent that the aforesaid in this Agreement applies – the Violating Member’s relative part in the SPV’s debt to the assisting company and/or the financing institution, as of the date of the transfer of rights; 12.3.1.3. Costs, to the extent that these are requested, necessary to conduct proceedings (including legal) due to the breach of this Agreement and/or due to the Violating Member’s failure to cooperate in said transfer of its rights in the SPV; 12.3.1.4. A liquidated damage equivalent to ten percent (10%) of the Total Unit Purchase Price. The Parties declare that they calculated this liquidated damage in advance and that it accurately reflects some of the damage that the Property Manager might be caused as a result of the breach. 12.3.2. It is hereby confirmed that the measures taken by the Property Manager to locate the Entity in accordance with any LawSection 12.3.1 above, shall be at the Property Manager’s own absolute discretion, and the Property Manager’s shall use its reasonable endeavor to locate such an Entity. This Entity can be one of the Parties. It is agreed that said Entity shall receive the Violating Member’s rights in the SPV against payment of the consideration to the SPV and subject to its signing the papers necessary for this, including showing a higher damage, if anyan agreement with the Property Manager and the SPV. To remove doubt, in consequence of the breach of event that the Agreement on Violating Member finds another purchaser for its rights, this purchaser shall replace said Entity, provided that the part of amount it pays the Purchaser.SPV exceeds the sums specified in Sections 12.5.2.1 –

Breach and Remedies. 10.112.1. In Without derogating from the Parties' rights in accordance with the provisions set forth in this Agreement, then in any evwehnetreina Party breaches or fails to uphold any term or instruction set forth in this Agreement, the injured Party may seek the remedies set forth in the 12.2. It is agreed that in the event of breach (including fundamental breach) of the Agreement by any of the eventsParties, specified hereunderand the briesarcehctifiable, the Purchaser hereby agreesother Party shall deliver a 30 days advance notice for the purpose of remedying the breach prior to seekingemr ediesin respect whereo. fHowever, it is agreed that in anything related to a breach in connection with transfer of any amounts that the Investor is obligated to transfer and/or pay, only a 7 days advance notice and warning shall be delivered. 12.3. A failure of either Para Vtioylating(Mheembrere”i)natfotetrr:an“sfer a the payments required under this Agreement (including, but not exclusively, the Overall Purchase Amount and/or any of the current expenses and/or the finance expenses –in whole or in part), by the predetermined time shall constitute a breach of this Agreement. Without derogating from any right or relief to which the Management Company and/or the purchase company and/or either of the Parties is entitled vis a vis the Violating Member under any law or agreement (including the right to enforce the Viol payment and/or to be fully compensated for the damage caused by the breach), the Management Company shall be entitled, in accordance with apart from any other legal measure, to operate at its own exclusive and absolute discretion, as specified hereinafter – 12.3.1. To rescind the Agreement and demand that the Violating Member sell its rights in the purchase company (and accordingly, in the Designated Property) to require from tainty”)entiittyis instructed by the Purchaser to pay Management Company, if the full amount of the Consideration and/or to notify of the cancellation of this Agreement: 10.1.1. The Purchaser breached an obligation, Violating Member does not fix the breach within seven days of which is viewed as receiving a fundamental breach of this Agreement, particularly as written request to do so. In the Purchaser fails to pay to the Company any amount whatsoever upon the Determining Date, so long as the Purchaser received a notice with respect to the breach and event that the breach is not cured within seven business days from fixed as said, the Violating Member shall sign the appropriate documents for the transfer of its rights in the purchase company to any Entity determined by the Management Company, and as consideration for transferring said rights in Management Company (and accordingly, in the Designated Property), the Violating Member shall be entitled to a refund of the Overall Purchase Amount it paid, with the deduction of the following sums: 12.3.1.1. The sum of the Violating Memb purchase company as of the date of the notice, which was passed transfer of rights; 12.3.1.2. To the extent that the aforesaid in this Agreement applies –the Violating Member’s rel purchase companyass’istsing cdomepabnyt to the Purchaser with respect and/or the financing institution, as of the date of the transfer of rights; 12.3.1.3. Costs, to the extent that these are requested, necessary to conduct proceedings (including legal) due to the breach of this Agreement and/or due to the Violating Member’s failure to cooperate rights in the purchase company; 12.3.1.4. A liquidated damage equivalent to ten percent (10%) of the Overall Purchase Amount paid to the purchase company. The Parties declare that they calculated this liquidated damage in advance and that it accurately reflects some of the damage that the Management Company might be caused as a result of the breach. 10.1.2. Procedures of bankruptcy and/or liquidation and/or receivership and/or execution and/or attachment were applied against the Purchaser, prior to the payment to the Company of the full Consideration in accordance with this Agreement, and these procedures are not revoked within 15 days from the time that the Purchaser or the Company became aware of them, whichever is the earlier. 10.2. In order to remove any doubt, that stated above shall not restrict the right of the Company to act pursuant to the cancellation of this Agreement. 10.3. It is agreed between the parties, that Section 4, 5.3, 6, 7, 8 and 9 of this Agreement are fundamental Sections of this Agreement. A failure to meet these conditions or any of them over a period exceeding three days from the date by which the Purchaser was supposed to fulfill them, or any of them, shall entitle the Company to an agreed in advance fixed compensation of NIS 500,000, together with differences of linkage to the index, that being in addition to any other relief to which the Company is entitled in accordance with any Law. It is hereby clarified, that in such an event, the Company shall be entitled, but not obligated, to realize the original bank guarantee on the account of the agreed upon compensation or any other compensation, which would be due to the Company from the Purchaser. 10.412.3.2. It is hereby clarified that nothing in this Agreement shall be interpreted, as if it may prejudice the rights of measures taken by the Management Company to locate the Entity in accordance with Section 12.3.1 above, shall be at the Contracts Law (Remedies for Breach company’s ow company shall put its best efforts into this enterprise. This Entity can be one of Contract), 1971, its other the Parties. It is agreed that said Entity shall receive the Violating Member’s rights in accordance with any Lawth payment of the consideration to the purchase company and subject to its signing the papers necessary for this, including showing a higher damage, if anyan agreement with the Management Company and the purchase company. To remove doubt, in consequence of the breach of event that the Agreement on Violating Member finds another purchaser for its rights, this purchaser shall replace said Entity, provided that the part of amount it pays the Purchaser.purchase company

Breach and Remedies. 10.1. In The Disclosing Party and the Receiving Party acknowledge and agree that the Confidential Information disclosed under this Agreement is of unique and valuable character, and any unauthorised release or distribution of the events, specified hereunder, Confidential Information would diminish or destroy the Purchaser hereby agrees, value of the Confidential Information and cause irreparable damage to the Disclosing Party. The Disclosing Party and the Receiving Party acknowledge and agree that the Company shall be entitled, in accordance with its exclusive and absolute discretion, Disclosing Party is entitled to require from take the Purchaser to pay the full amount following actions for any breach of the Consideration and/or terms of this Agreement by the Receiving Party: Apply for injunctive relief to notify prevent further unauthorised release or distribution of the cancellation of this Agreement: 10.1.1. The Purchaser breached an obligation, Confidential Information; and/or Seek any other equitable relief for the breach of which is viewed as a fundamental breach of this Agreement, particularly as the Purchaser fails to pay ; and/or Seek damages caused to the Company Disclosing Party due to the Receiving Party’s breach, including but not limited to attorney fees and expenses. The Disclosing Party and the Receiving Party acknowledge and agree that: No right or licence is granted to the Receiving Party in relation to any amount whatsoever upon of the Determining DateConfidential Information other than as expressly set out in this Agreement; The Disclosing Party accepts no responsibility for and makes no representations or warranties, so long as the Purchaser received a notice express or implied with respect to the breach and the breach is not cured within seven business days from the date accuracy or completeness of any of the notice, which was passed Confidential Information and shall not be liable to the Purchaser with respect to the breach. 10.1.2. Procedures of bankruptcy and/or liquidation and/or receivership and/or execution and/or attachment were applied against the Purchaser, prior to the payment to the Company Receiving Party or any third party for any loss resulting from use of the full Consideration Confidential Information; and No failure or delay by the Disclosing Party in accordance with exercising any right or power under this AgreementAgreement shall operate as a waiver of that right or power. [F] MISCELLANEOUS Notices All notices given hereunder shall be in writing and in the English language, and these procedures are not revoked within 15 days shall be given by e-mail or personal or courier delivery or by post to each party’s respective address as set out above, or any other email address or address as the parties may from time to time designate in writing. A notice shall be deemed to be given for the time that the Purchaser or the Company became aware of them, whichever is the earlier. 10.2. In order to remove any doubt, that stated above shall not restrict the right of the Company to act pursuant to the cancellation of this Agreement. 10.3. It is agreed between the parties, that Section 4, 5.3, 6, 7, 8 and 9 purposes of this Agreement are fundamental Sections of this Agreement. A failure to meet these conditions or any of them over a period exceeding three days from the date by which the Purchaser was supposed to fulfill them, or any of them, shall entitle the Company to an agreed in advance fixed compensation of NIS 500,000, together with differences of linkage to the index, that being in addition to any other relief to which the Company is entitled in accordance with any Law. It is hereby clarified, that in such an event, the Company shall be entitled, but not obligated, to realize the original bank guarantee on the account of the agreed upon compensation day on which such notice is sent by e-mail or any other compensation, which would be due to the Company from the Purchaserby post. 10.4. It is hereby clarified that nothing in this Agreement shall be interpreted, as if it may prejudice the rights of the Company in accordance with the Contracts Law (Remedies for Breach of Contract), 1971, its other rights in accordance with any Law, including showing a higher damage, if any, in consequence of the breach of the Agreement on the part of the Purchaser.

Breach and Remedies. 10.112.1. In any of Without derogating from the events, specified hereunder, the Purchaser hereby agrees, that the Company shall be entitled, Parties' rights in accordance with its exclusive and absolute discretion, to require from the Purchaser to pay the full amount of the Consideration and/or to notify of the cancellation of this Agreement: 10.1.1. The Purchaser breached an obligation, the breach of which is viewed as a fundamental breach of provisions set forth in this Agreement, particularly as the Purchaser then in any event wherein a Party breaches or fails to pay to the Company uphold any amount whatsoever upon the Determining Date, so long as the Purchaser received a notice with respect to the breach and the breach is not cured within seven business days from the date of the notice, which was passed to the Purchaser with respect to the breach. 10.1.2. Procedures of bankruptcy and/or liquidation and/or receivership and/or execution and/or attachment were applied against the Purchaser, prior to the payment to the Company of the full Consideration term or instruction set forth in accordance with this Agreement, and these procedures are not revoked within 15 days from the time that injured Party may seek the Purchaser or the Company became aware of them, whichever is the earlier. 10.2. In order to remove any doubt, that stated above shall not restrict the right of the Company to act pursuant to the cancellation of this Agreement. 10.3. It is agreed between the parties, that Section 4, 5.3, 6, 7, 8 and 9 of this Agreement are fundamental Sections of this Agreement. A failure to meet these conditions or any of them over a period exceeding three days from the date by which the Purchaser was supposed to fulfill them, or any of them, shall entitle the Company to an agreed remedies set forth in advance fixed compensation of NIS 500,000, together with differences of linkage to the index, that being in addition to any other relief to which the Company is entitled in accordance with any Law. It is hereby clarified, that in such an event, the Company shall be entitled, but not obligated, to realize the original bank guarantee on the account of the agreed upon compensation or any other compensation, which would be due to the Company from the Purchaser. 10.4. It is hereby clarified that nothing in this Agreement shall be interpreted, as if it may prejudice the rights of the Company in accordance with the Contracts Law (Remedies for Breach of Contract), 1971New jersey. 12.2. It is agreed that in the event of breach (including fundamental breach) of the Agreement by any of the Parties, and the breach is rectifiable, the other Party shall deliver a 30 days advance notice for the purpose of remedying the breach prior to seeking remedies in respect whereof. However, it is agreed that in anything related to a breach in connection with transfer of any amounts that the Investor is obligated to transfer and/or pay, only a 7 days advance notice and warning shall be delivered. 12.3. A failure of either Party (hereinafter: “a Violating Member”) to transfer any of the payments required under this Agreement (including, but not exclusively, the Overall Purchase Amount and/or any of the current expenses and/or the finance expenses – in whole or in part), by the predetermined time shall constitute a breach of this Agreement. Without derogating from any right or relief to which the Management Company and/or the purchase company and/or either of the Parties is entitled vis a vis the Violating Member under any law or agreement (including the right to enforce the Violating Member’s undertaking to make said payment and/or to be fully compensated for the damage caused by the breach), the Management Company shall be entitled, apart from any other legal measure, to operate at its other own exclusive discretion, as specified hereinafter – 12.3.1. To rescind the Agreement and demand that the Violating Member sell its rights in the purchase company (and accordingly, in the Designated Property) to any entity (hereinafter “the Entity”) it is instructed by the Management Company, if the Violating Member does not fix the breach within seven days of receiving a written request to do so. In the event that the breach is not fixed as said, the Violating Member shall sign the appropriate documents for the transfer of its rights in the purchase company to any Entity determined by the Management Company, and as consideration for transferring said rights in Management Company (and accordingly, in the Designated Property), the Violating Member shall be entitled to a refund of the Overall Purchase Amount it paid, with the deduction of the following sums: 12.3.1.1. The sum of the Violating Member’s debts to the purchase company as of the date of the transfer of rights; 12.3.1.2. To the extent that the aforesaid in this Agreement applies – the Violating Member’s relative part in the purchase company’s debt to the assisting company and/or the financing institution, as of the date of the transfer of rights; 12.3.1.3. Costs, to the extent that these are requested, necessary to conduct proceedings (including legal) due to the breach of this Agreement and/or due to the Violating Member’s failure to cooperate in said transfer of its rights in the purchase company; 12.3.1.4. A liquidated damage equivalent to ten percent (10%) of the Overall Purchase Amount paid to the purchase company. The Parties declare that they calculated this liquidated damage in advance and that it accurately reflects some of the damage that the Management Company might be caused as a result of the breach. 12.3.2. It is hereby clarified that the measures taken by the Management Company to locate the Entity in accordance with any LawSection 12.3.1 above, shall be at the company’s own absolute discretion, and the company shall put its best efforts into this enterprise. This Entity can be one of the Parties. It is agreed that said Entity shall receive the Violating Member’s rights in the purchase company against payment of the consideration to the purchase company and subject to its signing the papers necessary for this, including showing a higher damage, if anyan agreement with the Management Company and the purchase company. To remove doubt, in consequence the event that the Violating Member finds another purchaser for its rights, this purchaser shall replace said Entity, provided that the amount it pays the purchase company exceeds the sums specified in Sections 12.5.2.1 – 12.5.2.4. Each of the Parties shall have a right of first refusal to purchase the Violating Member’s rights in place of said purchaser. 12.3.3. In the event that the breach was not fixed as said within the timeframe set above, and the Violating Member’s rights in the purchasing party have not yet been transferred to another Entity, the Management Company is entitled, subject to any law, to prevent the Violating Member from receiving its share in the funds intended for distribution by the purchase company, and even to revoke the Violating Member’s voting rights in the purchase company. 12.3.4. To sign any document and to send any notice necessary for performing and implementing the aforesaid. For the sake of caution only, attached as Appendix E of this Agreement is the Agreement on Investor’s power of attorney authorizing the part of the PurchaserManagement Company to perform any action as said.