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SEC Filings

BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document

Assignment. Neither party may assign, convey or transfer any of its rights or obligations under this Agreement; provided, that HBL may assign it rights hereunder to any of its Affiliates (as such term is defined in Cell Cure's Articles).
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.

Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

Expenses; taxes. Each party shall bear all taxes incurred by it in connection with the Transactions and for which such party is statutorily liable. However, in the event that BioTime is required to withhold income taxes at source with respect to the transfer of the Traded Stock pursuant to Section above, BioTime shall have the right to withhold such amounts as required under applicable tax law at the applicable rate for such withholding in accordance with applicable law or a HBL Tax Certificate providing for a reduced rate. “HBL Tax Certificate” means a certification or ruling of exemption of withholding tax and/or proof of payment, or arrangement to pay, or a deferral of payment of any taxes required to be so paid by HBL, issued by relevant tax authority, in a form and substance acceptable to BioTime.

Representation; waiver of conflict of interest. Each party hereto acknowledges that it has had the opportunity to obtain independent legal and tax advice prior to executing this Agreement and fully understands all provisions of this Agreement. HBL and BioTime recognize and acknowledge that counsel to BioTime also represents Cell Cure in connection with various legal matters and each of BioTime and HBL waive any conflict of interest or other allegations in this regard.

Governing Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of the State of Israel. Any proceeding regarding a dispute arising under or in relation to this Agreement shall be resolved solely and exclusively in the competent court located (i) in the city of Tel Aviv, Israel, if such proceeding is initiated by BioTime, and (ii) in the city of New York, New York, if such proceeding is initiated by HBL, and each of the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such venue.

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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