THE MANUFACTURER OF
ANY PETITION IN BANKRUPTCY OR ANY PETITION FOR RELIEF UNDER THE PROVISIONS OF
THE BANKRUPTCY ORDINANCE [NEW VERSION], 1980, OR ANY OTHER LAW FOR THE RELIEF OF
DEBTORS AND THE CONTINUATION OF SUCH PETITION WITHOUT DISMISSAL FOR A PERIOD OF
THIRTY DAYS OR MORE;
3.6.
THE APPOINTMENT OF A RECEIVER OR LIQUIDATOR
(INCLUDING INTERIM RECEIVER OR LIQUIDATOR, IF SUCH IS NOT DISMISSED WITHIN 45
DAYS) OR TRUSTEE TO TAKE POSSESSION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY
OR ASSETS OF THE MANUFACTURER;
3.7.
THE ENTRY OF THE MANUFACTURER INTO LIQUIDATION
PROCEEDINGS, VOLUNTARY OR OTHERWISE; OR
3.8.
THE SALE OF ALL, OR SUBSTANTIALLY ALL, THE
ASSETS OF THE MANUFACTURER, OR MERGER OF THE MANUFACTURER WITH OR INTO ANOTHER
ENTITY, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY.
4.
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
4
courts of the city of Tel-Aviv-Jaffa in all matters pertaining to this
Agreement, to the exclusion of any other jurisdiction.
5.
MISCELLANEOUS
5.1.
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 APPROVAL OF THE COMPANY.
5.2.
FAILURE OF EITHER PARTY TO ENFORCE ANY RIGHT
HEREUNDER SHALL NOT WAIVE ANY RIGHT IN RESPECT OF THE SAME OR OTHER FUTURE
OCCURRENCES.
5.3.
THE HEADINGS OF THIS AGREEMENT ARE FOR EASE OF
REFERENCE ONLY AND SHALL NOT GOVERN OR AFFECT THE CONSTRUCTION HEREOF.
5.4.
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.
5.5.
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.
5.6.
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:
5.6.1.
IF DELIVERED PERSONALLY, UPON THE
DATE OF DELIVERY;
5.6.2.
IF REGISTERED MAILED, WITHIN 4
(FOUR) WORKING DAYS FROM THE DISPATCH THEREOF;
5.6.3.
IF DELIVERED BY FACSIMILE, WITHIN
24 (TWENTY FOUR) WORKING HOURS FROM THE DISPATCH THEREOF.
IN WITNESS WHEREOF, the Parties have signed