IT IS SUBJECT;
2.7.
NO CONSENT, APPROVAL, ORDER OR AUTHORIZATION
OF OR REGISTRATION, QUALIFICATION, DESIGNATION, DECLARATION, NOTICE OR FILING
WITH ANY GOVERNMENTAL AUTHORITY OR AGENCY OR ANY OTHER PERSON OR BODY IS
REQUIRED IN CONNECTION WITH THE VALID EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT;
2.8.
UPON THE SIGNATURE HEREOF, IT SHALL SUBMIT TO
THE COMPANY A LETTER FROM ITS LEGAL ATTORNEY, IN A FORM ACCEPTABLE TO THE
COMPANY, CONFIRMING ITS POWERS AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO
PERFORM ITS OBLIGATIONS HEREUNDER, AND THAT THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION AND EACH OF THIS AGREEMENT CONSTITUTES A VALID, LEGAL AND
BINDING AGREEMENT OF THE MANUFACTURER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS, AND THAT THE PERSON WHO SIGNED THIS AGREEMENT ON BEHALF OF THE
MANUFACTURER IS DULY AUTHORIZED AND EMPOWERED TO SIGN IT ON THE MANUFACTURER'S
BEHALF.
3.
LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of
the State of Israel, without giving effect to the rules of conflict of laws
thereof. The Parties hereby submit to the exclusive jurisdiction of the
competent courts of the city of Tel-Aviv-Jaffa in all matters pertaining to this
Agreement, to the exclusion of any other jurisdiction.
2
4.
MISCELLANEOUS
4.1.
THE COMPANY MAY, WITHOUT OBTAINING THE CONSENT
OF THE MANUFACTURER, ASSIGN OR TRANSFER THIS AGREEMENT OR ANY PART THEREOF, TO
ANY THIRD PARTY. THE MANUFACTURER SHALL NOT BE ENTITLED TO ASSIGN OR TRANSFER
THIS AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER, IN WHOLE OR IN
PART, TO ANY THIRD PARTY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
4.2.
FAILURE OF EITHER PARTY TO ENFORCE ANY RIGHT
HEREUNDER SHALL NOT WAIVE ANY RIGHT IN RESPECT OF THE SAME OR OTHER FUTURE
OCCURRENCES.
4.3.
THE HEADINGS OF THIS AGREEMENT ARE FOR EASE OF
REFERENCE ONLY AND SHALL NOT GOVERN OR AFFECT THE CONSTRUCTION HEREOF.
4.4.
THE TERMS AND CONDITIONS HEREIN CONTAINED,
CONSTITUTE THE ENTIRE AND ONLY AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND SHALL SUPERSEDE ALL PREVIOUS COMMUNICATIONS,
REPRESENTATIONS AND/OR AGREEMENT, EITHER WRITTEN OR ORAL, BETWEEN THE PARTIES IN
RESPECT OF SUCH SUBJECT MATTER.
NO MODIFICATION OF SAID TERMS AND CONDITIONS
SHALL BE BINDING UNLESS AGREED UPON IN WRITING AND SIGNED BY BOTH PARTIES.
4.5.
THE PREAMBLE TO THIS AGREEMENT AND ALL THE
APPENDICES ATTACHED THERETO SHALL BE DEEMED INCORPORATED BY REFERENCE HEREIN AND
SHALL FORM AN INTEGRAL PART HEREOF.
4.6.
ANY NOTICE AND/OR DOCUMENTS REQUIRED OR
PERMITTED TO BE SUBMITTED BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT,
SHALL BE IN WRITING TO THE PARTY'S RESPECTIVE ADDRESSES SET FORTH IN THE
PREAMBLE OF THIS AGREEMENT, OR TO ANY OTHER ADDRESS, AS EITHER PARTY MAY
DESIGNATE BY GIVING A WRITTEN NOTICE TO THE OTHER, AND BE DEEMED EFFECTIVELY
DELIVERED:
4.6.1.
IF DELIVERED PERSONALLY, UPON THE
DATE OF DELIVERY;
4.6.2.
IF REGISTERED MAILED, WITHIN 4
(FOUR) WORKING DAYS FROM THE DISPATCH THEREOF;