Israeli Taxes. To the extent any component of the Executive’s compensation under this Agreement shall be subject to withholdings, taxes or other govemmentally imposed taxes or tariffs under Israeli law (“Israeli Taxes”), the Company shall pay directly to the tax counsel or other expert tax advisor(s) engaged by either the Company or Intec (with the Executive’s approval, which shall not be unreasonably withheld) any fees, expenses or other costs incurred in order to provide counsel, advice and representation on the Executive’s behalf with regard to liability for any such Israeli Taxes. If the Executive is subject to any inquiry (including, without limitation, an audit, examination or investigation) by an agent or agency of the Israeli government, the Company shall pay directly to the auditor(s), accountant(s), attorney(s) or other person(s) engaged by either the Company or Intec (with the Executive’s approval, which shall not be unreasonably withheld) any fees, expenses or other costs incurred that relate to any such inquiry.
Israeli Taxes. Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel due to Israeli tax residence or the existence of a permanent establishment in Israel, the issuance, delivery and sale of the Shares by the Company and any subsequent resale by such Purchaser will not be subject to any tax (including interest and penalties) imposed on any Purchaser by the State of Israel or any political subdivision thereof, whether imposed directly or through withholding. The Purchasers are not required to withhold for Israeli tax purposes any portion of the consideration for the Shares being issued and sold by the Company.
Israeli Taxes. Assuming that (A) the Investor is not otherwise subject to taxation in the State of Israel due to Israeli tax residence or the existence of a permanent establishment in Israel or any presence, including but not limited to any branch or representative office (an “Israeli Affiliate”) or due to any past or present connection between the Investor and Israel, and (B) the Investor’s services under this Agreement will be performed entirely outside of Israel, none of (i) the issuance, sale and delivery of the Securities by the Company; (ii) the sale and delivery by the Investor of the Securities; or (iii) the execution and delivery of, and the consummation of the transactions contemplated by this Agreement or any other document to be furnished hereunder will be subject to any tax (including interest and penalties) imposed on the Investor by the State of Israel or any taxing authority or other political subdivision thereof, whether imposed directly or through withholding.
Israeli Taxes. Notwithstanding the provisions of sub-section (a) above, with respect to Israeli Taxes, any amounts payable hereunder to a Seller shall be retained by the Payment Agent for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date (or other date on which such amount is payable pursuant to the Share Purchase Agreement), or an earlier date requested in writing by a Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the ITA, no payments shall be made by the Payment Agent to any Seller and no amounts for Israeli Taxes shall be withheld from the payments delivered to the Payment Agent , except as provided below and during which time each Seller may obtain a Valid Tax Certificate). If a Seller delivers, no later than three (3) Business Days prior to the Withholding Drop Date a Valid Tax Certificate to the Payment Agent, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance of the payment that is not withheld shall be paid to such Seller. If any Seller (i) does not provide the Payment Agent with a Valid Tax Certificate by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request to the Payment Agent to release such Seller’s portion of such payment prior to the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount to be withheld from such Seller’s portion of such payment shall be calculated according to the applicable withholding rate as may be required to be deducted or withheld therefrom under any provision of Tax Law or under any applicable legal requirement, which amount shall be increased by the interest plus linkage differences as defined in Section 159A of the ITO for the time period between the fifteenth (15th) calendar day of the month following the month during which the payment is due pursuant to the Share Purchase Agreement and the time the relevant payment is made to Seller. Until such Seller, or anyone on its behalf, presents to the Payor a Valid Tax Certificate, the Buyer Common Stock portion of the Purchase Price shall be issued in the name of the Payment Agent, to be held in trust for the relevant Seller and delivered to such Seller in compliance with the withholding requirements under this Section (during which time the Payment Agent shall n...
Israeli Taxes. Assuming that the Underwriters are not otherwise subject to taxation in the State of Israel due to Israeli tax residence or the existence of a permanent establishment in Israel, none of the issuance, delivery and sale of the Shares by the Company or the execution and delivery of this Agreement or the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus will be subject to any tax (including interest and penalties) imposed on any Underwriter by the State of Israel or any political subdivision thereof, whether imposed directly or through withholding. The Underwriters are not required to withhold for Israeli tax purposes any portion of the consideration for the Shares being issued and sold by the Company.
Israeli Taxes. Assuming that the Underwriters are not otherwise subject to taxation in the State of Israel due to Israeli tax residence or the existence of a permanent establishment in Israel or as a result of any present or former connection (other than any connection resulting solely from the transactions contemplated by this Agreement), none of the issuance, delivery and sale of the Shares by the Company or the execution and delivery of this Agreement or the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus will be subject to any tax (including interest and penalties) imposed on any Underwriter by the State of Israel or any political subdivision thereof, whether imposed directly or through withholding. The Underwriters are not required to withhold for Israeli tax purposes any portion of the consideration for the Shares being issued and sold by the Company. The Company (i) is in compliance with all conditions and requirements with respect to “Approved Enterprise”, “Beneficiary Enterprise” and “Industrial Enterprise” status of the Company and/or any of its facilities as well as with respect to the other tax benefits received by the Company as set forth in Item 4 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 under the caption “Government Regulation— Israeli Tax Considerations and Government Programs,” incorporated by reference in the Prospectus and as stipulated by Israeli laws and regulations relating to such “Approved Enterprise”, “Beneficiary Enterprise” and/or “Industrial Enterprise” status and the aforementioned other tax benefits received by the Company; and (ii) has not received any written notice of any proceeding or investigation relating to revocation or modification of any “Approved Enterprise”, “Beneficiary Enterprise” and/or “Industrial Enterprise” status with respect to the Company of any of its facilities.
Israeli Taxes. Assuming that the Underwriters are not otherwise subject to taxation in the State of Israel due to Israeli tax residence or the existence of a permanent establishment in Israel or any other present or former connection between the Underwriters and Israel, none of the issuance, delivery and sale of the Offered Shares by the Company or the execution and delivery of this Agreement or the sale and delivery by the Underwriters of the Offered Shares as contemplated herein and in the Prospectus will be subject to any tax (including interest and penalties) imposed on any Underwriter by the State of Israel or any political subdivision thereof, whether imposed directly or through withholding. Assuming that the Underwriters are not otherwise subject to taxation in the State of Israel due to Israeli tax residence or the existence of a permanent establishment in Israel, the Underwriters are not required by applicable law to withhold for Israeli tax purposes any portion of the consideration for the Offered Shares being issued and sold by the Company.
Israeli Taxes. (a) None of the Acquired Assets is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material taxes, or to any such request which is outstanding.
