Exhibit 10.2
TAX INDEMNIFICATION AND ALLOCATION AGREEMENT
This Tax Indemnification and Allocation Agreement (the "Agreement") is
entered into as of November 1, 2002, by and between DSP Group, Inc., a Delaware
corporation ("DSPGI"), and Ceva, Inc., a Delaware corporation ("Ceva"). (DSPGI
and Ceva are sometimes collectively referred to herein as the "Companies").
RECITALS
A. DSPGI is the common parent of an affiliated group of corporations, which
includes Ceva. The members of the affiliated group have heretofore joined in
filing consolidated Federal Income Tax returns.
B. DSPGI and Ceva have entered into the Separation Agreement (defined
below) providing for the Separation and Distribution, each as fully described
in such Agreement.
C. After the stock of Ceva is distributed to DSPGI's shareholders pursuant
to the Distribution, Ceva and its subsidiaries will no longer be members of the
affiliated group of which DSPGI is the common parent.
D. DSPGI and Ceva desire to provide for and agree upon the allocation
between them of liabilities for Taxes (as defined herein) arising prior to, as
a result of, and subsequent to the actions contemplated by the Separation
Agreement and the entitlement to refunds thereof, allocate responsibility and
provide for cooperation in connection with the filing of returns in respect of
Taxes, and provide for certain other matters relating to Taxes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
SECTION 1. Definition of Terms.
For purposes of this Agreement (including the recitals hereof), the
following terms have the following meanings:
"Affiliate" means any entity that directly or indirectly is "controlled"
by the person or entity in question. "Control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through ownership of voting
securities, by contract or otherwise. Except as otherwise provided herein,
the term Affiliate shall refer to Affiliates of a person as determined
immediately after the Distribution. The term "Affiliate" includes a
Subsidiary of an entity.
"Agreement" shall mean this Tax Indemnification and Allocation Agreement.
"Code" means the U.S. Internal Revenue Code of 1986, as amended, or any
successor law.
"Companies" means DSPGI and Ceva, collectively, and "Company" means any
one of DSPGI and Ceva.
"Consolidated or Combined Income Tax" means any Income Tax computed by
reference to the assets or activities of a Group.
"Consolidated or Combined State Income Tax" means any State Income Tax
computed by reference to the assets or activities of a Group.
"Consolidated or Combined Foreign Income Tax" means any Foreign Income
Tax computed by reference to the assets or activities of a Group.
"Consolidated Tax Liability" means, with respect to any DSPGI Federal
Consolidated Return, the tax liability of the group as that term is used in
Treasury Regulation Section 1.1552-1(a)(1) (including applicable interest,
additions to the tax, additional amounts and penalties as provided in the
Code), provided that such tax liability shall be treated as including any
alternative minimum tax liability under Code Section 55.
"Ceva Group" means Ceva and its Subsidiaries and wholly-owned limited
liability companies as determined immediately after the Distribution Date.
"DSPGI Federal Consolidated Return" means any United States Federal Tax
Return for the affiliated group (as that term is defined in Code Section
1504) that includes DSPGI as the common parent and any member of the Ceva
Group.
"DSPGI Group" means DSPGI and its Subsidiaries and wholly owned limited
liability companies, excluding any entity that is a member of the Ceva Group.
"Distribution" shall have the meaning set forth in the Separation
Agreement.
"Distribution Date" means the Distribution Date as that term is defined
in the Separation Agreement.
"Federal Income Tax" means any Tax imposed by Subtitle A or F of the Code.
"Foreign Income Tax" means any Tax imposed by any foreign country or any
possession of the United States, or by any political subdivision of any
foreign country or United States possession, which is an income tax as
defined in Treasury Regulation Section 1.901-2.
"Group" means the DSPGI Group or the Ceva Group, as the context requires.
"Income Tax" means any Federal Income Tax, State Income Tax, or Foreign
Income Tax.
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"Payment Date" means (i) with respect to any DSPGI Federal Consolidated
Return, the due date for any required installment of estimated taxes
determined under Code Section 6655, the due date (determined without regard
to extensions) for filing the return determined under Code Section 6072, and
the date the return is filed, and (ii) with respect to any Tax Return for
any Consolidated or Combined State Income Tax, the corresponding dates
determined under the applicable Tax Law.
"Post-Distribution Period" shall have the meaning set forth in Section
2.4(b).
"Post-Distribution Tax Return" means any Tax Return for any Tax Period
beginning after the Distribution Date.
"Pre-Distribution Period" shall have the meaning set forth in Section
2.4(b).
"Pre-Distribution Tax Return" means any Tax Return for any Tax Period
beginning on or before the Distribution Date.
"Prime Rate" means the rate which (or any successor thereto or
other money center commercial bank agreed to by DSPGI and Ceva) announces
from time to time as its prime lending rate, as in effect from time to time.
"Responsible Company" means, with respect to any Tax Return, the Company
having responsibility for preparing and filing such Tax Return under this
Agreement.
"Separate Company Tax" means any Tax computed by reference to the assets
and activities of a member or members of a single Group.
"Separation Agreement" means the Separation Agreement by and among DSP
Group Inc., DSP Group Ltd., Ceva, Inc., DSP Ceva Inc. and Corage, Ltd. Dated
November 1, 2002
"State Income Tax" means any Tax imposed by any State of the United
States or by any political subdivision of any such State which is imposed on
or measured by net income, including state and local franchise or similar
Taxes measured by net income.
"Subsequent Tax Opinion/Ruling" shall have the meaning set forth in the
Separation Agreement.
"Subsidiary" shall have the meaning set forth in Treasury Regulations
section 1.1502-1(c).
"Tax" or "Taxes" means any income, gross income, gross receipts, profits,
capital stock, franchise, withholding, payroll, social security, workers
compensation, unemployment, disability, property, ad valorem, stamp, excise,
severance, occupation, service, sales, use, license, lease, transfer,
import, export, value added, alternative minimum, estimated or other tax of
any kind (including any fee, assessment, or other charge in the nature of or
in lieu of any tax) imposed by any governmental entity or
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political subdivision thereof, and any interest, penalties, additions to
tax, or additional amounts in respect of the foregoing.
"Tax Authority" means, with respect to any Tax, the governmental entity,
or political subdivision thereof that imposes such Tax, and the agency (if
any) charged with the collection of such Tax for such entity or subdivision.
"Tax Item" means, with respect to any Income Tax, any item of income,
gain, loss, deduction, and credit.
"Tax Law" means the law of any governmental entity or political
subdivision thereof relating to any Tax.
"Tax Period" means, with respect to any Tax, the period for which the Tax
is reported as provided under the Code or other applicable Tax Law.
"Tax Records" means Tax Returns, Tax Return workpapers, documentation
relating to any Tax contests, and any other books of account or records
required to be maintained under the Code or other applicable Tax Laws or
under any record retention agreement with any Tax Authority.
"Tax Return" means any report of Taxes due, any claims for refund of
Taxes paid, any information return with respect to Taxes, or any other
similar report, statement, declaration, or document required to be filed
under the Code or other Tax Law, including any attachments, exhibits, or
other materials submitted with any of the foregoing, and including any
amendments or supplements to any of the foregoing.
"Tax Rulings" shall have the meaning set forth in the Separation
Agreement.
"Treasury Regulations" means the regulations promulgated from time to
time under the Code as in effect for the relevant Tax Period.
SECTION 2. Allocation of Tax Liabilities.
2.1 General Rule.
(a) DSPGI Liability. DSPGI shall be liable for Taxes not specifically
allocated to Ceva under this Section 2. DSPGI shall indemnify and hold
harmless the Ceva Group from and against any liability for Taxes for which
DSPGI is liable under this Section 2.1(a).
(b) Ceva Liability. Ceva shall be liable for, and shall indemnify and
hold harmless the DSPGI Group from and against, any liability for Taxes that
are allocated to Ceva under this Agreement.
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2.2 Allocation of United States Federal Income Tax.
(a) Pre-Distribution Period. DSPGI shall be liable for, and shall hold
the Ceva Group harmless for, any Federal Income Tax relating to the DSPGI
Federal Consolidated Return for all Tax Periods ending on or before the
Distribution Date and for the Pre-Distribution Period. DSPGI is entitled to
any refunds of Federal Income Tax for Tax Periods ending on or before the
Distribution Date and for the Pre-Distribution Period.
(b) Post-Distribution Period. The DSPGI Group and the Ceva Group shall
each be liable for, and shall indemnify the other against, its respective
liability for Federal Income Taxes for the Post-Distribution Period and for
all Tax Periods beginning on or after the Distribution Date.
2.3 Allocation of State and Foreign Income Taxes.
(a) Separate Company Taxes. In the case of any State Income Tax or
Foreign Income Tax which is a Separate Company Tax:
(i) Pre-Distribution Period. DSPGI shall be liable for, and shall
indemnify the Ceva Group against, any Separate Company Tax for all Tax
Periods ending on or before the Distribution Date and for the
Pre-Distribution Period. DSPGI is entitled to any refunds of Separate
Company Taxes for Tax Periods ending on or before the Distribution Date
and for the Pre-Distribution Period.
(ii) Post-Distribution Period. Ceva shall be liable for, and shall
hold the DSPGI Group harmless against, any Separate Company Taxes
imposed on any member of the Ceva Group for the Post-Distribution Period
and for any Tax Periods beginning after the Distribution Date. DSPGI
shall be liable for, and shall hold the Ceva Group harmless against, any
Separate Company Taxes of any member of the DSPGI Group for the
Post-Distribution Period and for any Tax Periods beginning after the
Distribution Date.
(b) Allocation of Consolidated or Combined Income Taxes. In the case of
any State Income Tax or Foreign Income Tax which is a Consolidated or
Combined Income Tax:
(i) Pre-Distribution Period. DSPGI shall be liable for, and shall
hold Ceva Group harmless for, any State Income Tax or Foreign Income Tax
relating to Consolidated or Combined Returns for all Tax Periods ending
on or before the Distribution Date and for the Pre-Distribution Period.
DSPGI is entitled to any refunds of Tax attributable to Tax Periods
ending on or before the Distribution Date and for the Pre-Distribution
Period.
(ii) Post-Distribution Period. The DSPGI Group and the Ceva Group
shall each be liable for, and shall indemnify the other against, its
respective liability for Consolidated or Combined State Income Taxes and
Consolidated or
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Combined Foreign Income Taxes for any Tax Period beginning after the
Distribution Date and for the Post-Distribution Period.
2.4 Other Taxes; Allocation.
(a) Other Taxes. All Taxes other than those specifically allocated
pursuant to Sections 2.2 and 2.3 shall be allocated based on the legal
entity on which the legal incidence of the Tax is imposed. As between the
parties to this Agreement, Ceva shall be liable for all Taxes imposed on any
member of the Ceva Group. The Companies believe that there is no Tax not
specifically allocated pursuant to Sections 2.2 and 2.3 which is legally
imposed on more than one legal entity (e.g., joint and several liability);
however, if there is any such Tax, it shall be allocated in accordance with
past practices as reasonably determined by the affected Companies, or in the
absence of such practices, in accordance with any allocation method agreed
upon by the affected Companies.
(b) Allocation of Straddle Periods. In the case of any Tax Period
beginning on or before the Distribution Date and ending after the
Distribution Date (a "Straddle Period"), Tax Items shall be apportioned
between the portion of the Straddle Period ending on the Distribution Date
(the "Pre-Distribution Period") and the portion of the Straddle Period
beginning after the Distribution Date (the "Post-Distribution Period") in
accordance with the principles in Treasury Regulation Section 1.1502-76(b)
using a closing-of-the-books method. However, Tax Items (other than
extraordinary items within the meaning of Treasury Regulation Section
1.1502-76(b)(2)(ii)(C)) for the month including the Distribution Date will
be allocated to the Pre-Distribution Period and the Post-Distribution Period
using the principles of the ratable allocation method of Treasury Regulation
Section 1.1502-76(b)(2)(iii). In determining the apportionment of Tax Items
between the Pre-Distribution Period and the Post-Distribution Period, any
Tax Items arising as a result of the Separation or the Distribution shall be
treated as extraordinary items described in Treasury Regulation Section
1.1502-76(b)(2)(ii)(C) and shall be allocated to the Pre-Distribution Period.
2.5 Indemnification Payments. If any Company (the "Payor") is required to
pay to a Tax Authority a Tax that is properly allocated to another Company (the
"Responsible Party") under this Agreement, the Responsible Party shall
reimburse the Payor within ninety (90) days of delivery by the Payor to the
Responsible Party of an invoice for the amount due, accompanied by evidence of
payment and a statement detailing the Taxes paid and describing in reasonable
detail the particulars relating thereto. The reimbursement shall include
interest on the Tax payment computed at the Prime Rate based on the number of
days from the date of the payment to the Tax Authority to the date of
reimbursement under this Section 2.5.
2.6 Limitation. Notwithstanding anything herein to the contrary, to the
extent that responsibility for Taxes is allocated among DSPGI and Ceva by the
Separation Agreement, the Separation Agreement shall govern and this Agreement
shall not govern.
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SECTION 3. Preparation and Filing of Tax Returns.
3.1 General. Except as otherwise provided in this Section 3, Tax Returns
shall be prepared and filed when due (including extensions) by the person
obligated to file such Tax Returns under the Code or applicable Tax Law. The
Companies shall provide, and shall cause their Affiliates to provide,
assistance and cooperate with one another in accordance with Section 4 with
respect to the preparation and filing of Tax Returns, including providing
information required to be provided in Section 4.
3.2 DSPGI's Responsibility. DSPGI has the exclusive obligation and right to
prepare and file, or to cause to be prepared and filed:
(a) DSPGI Federal Consolidated Returns for all Tax Periods;
(b) DSPGI Consolidated or Combined State Income Tax Returns for all Tax
Periods and DSPGI Consolidated or Combined Foreign Income Tax Returns for
all Tax Periods; and
(c) Tax Returns for State Income Taxes and Foreign Income Taxes that are
Separate Company Taxes for members of the DSPGI Group (excluding for this
purpose members of the Ceva Group).
3.3 Ceva's Responsibility. Ceva shall prepare and file, or shall cause to
be prepared and filed, all Tax Returns required to be filed by or with respect
to the Ceva or members of the Ceva Group other than those Tax Returns which
DSPGI is required to prepare and file under Section 3.2.
3.4 Tax Accounting Practices.
(a) General. Except as otherwise provided in this Section 3.4, any
Pre-Distribution Tax Return, and any Post-Distribution Tax Return to the
extent Tax Items reported on such Tax Return might reasonably affect Tax
Items reported on any Pre-Distribution Tax Return, shall be prepared in
accordance with past Tax accounting practices used with respect to the Tax
Returns in question (unless such past practices are no longer permissible
under the Code or other applicable Tax Law). To the extent any Tax Items are
not covered by past practices (or in the event such past practices are no
longer permissible under the Code or other applicable Tax Law), such Tax
Items shall be reported in accordance with reasonable Tax accounting
practices selected by DSPGI or Ceva depending on whose Tax Liability under
Section 2 is affected thereby. If the Tax liability of both DSPGI and Ceva
under Section 2 would be affected by the reporting of the Tax Item, the
parties shall negotiate in good faith to determine the reporting of the Tax
Item. Any dispute regarding the proper tax treatment of the Tax Item shall
be referred for resolution pursuant to Section 6.2, sufficiently in advance
of the filing date of such Tax Return (including extensions) to permit
timely filing of the return.
(b) Reporting of Separation and Distribution Tax Items. The tax
treatment reported on any Tax Return of Tax Items relating to the Separation
and Distribution shall be consistent with the treatment of such item in the
Tax Rulings or any Subsequent Tax
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Tax Opinion/Ruling (unless such treatment is not permissible under the
Code). To the extent there is a Tax Item relating to the Separation or
Distribution which is not covered by the Tax Rulings or any Subsequent Tax
Opinion/Ruling, the Companies shall agree on the tax treatment of any such
Tax Item reported on any Tax Return. For this purpose, the tax treatment of
such Tax Items on a Tax Return shall be determined by the Responsible
Company with respect to such Tax Return and shall be agreed to by the other
Company unless either (i) there is no reasonable basis as defined under
Section 6662 of the Code for such tax treatment, or (ii) such tax treatment
would have a material impact on the other Company or the Tax Rulings or any
Subsequent Tax Opinion/Ruling. Such Tax Return shall be submitted for review
pursuant to Section 3.5(a), and any dispute regarding such proper tax
treatment shall be referred for resolution pursuant to Section 6.2,
sufficiently in advance of the filing date of such Tax Return (including
extensions) to permit timely filing of the return.
3.5 Right to Review Tax Returns.
(a) General. The Responsible Company with respect to any Tax Return
shall make such Tax Return and related workpapers available for review by
the other Company, if requested, to the extent (i) such Tax Return relates
to Taxes for which the requesting party may be liable, (ii) such Tax Return
relates to Taxes for which the requesting party may be liable in whole or in
part or for any additional Taxes owing as a result of adjustments to the
amount of Taxes reported on such Tax Return, or (iii) the requesting party
reasonably determines that it must inspect such Tax Return to confirm
compliance with the terms of this Agreement. The Responsible Company shall
use its commercially reasonable efforts to make such Tax Return available
for review as required under this paragraph sufficiently in advance of the
due date for filing such Tax Returns to provide the requesting party with a
meaningful opportunity to analyze and comment on such Tax Returns and have
such Tax Returns modified before filing, taking into account the person
responsible for payment of the tax (if any) reported on such Tax Return and
the materiality of the amount of Tax liability with respect to such Tax
Return. The Companies shall attempt in good faith to resolve any issues
arising out of the review of such Tax Returns. Issues that cannot be
resolved in the Companies shall be resolved in the manner set forth in
Section 6.2.
(b) Execution of Returns Prepared by Other Party. In the case of any Tax
Return which is required to be prepared and filed by one Company under this
Agreement and which is required by law to be signed by another Company (or
by its authorized representative), the Company which is legally required to
sign such Tax Return shall not be required to sign such Tax Return under
this Agreement if there is no reasonable basis for the tax treatment of any
material items reported on the Tax Return.
SECTION 4. Assistance and Cooperation.
4.1 General. After the Distribution Date, each of the Companies shall
cooperate (and cause their respective Affiliates to cooperate) with each other
and with each other's agents, including legal counsel and accounting firms, in
connection with Tax matters relating to the Companies and their Affiliates
including (i) preparation and filing of Tax
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Returns, (ii) determining the liability for and amount of any Taxes due
(including estimated Taxes) or the right to and amount of any refund of Taxes,
(iii) examinations of Tax Returns, and (iv) any administrative or judicial
proceeding in respect of Taxes assessed or proposed to be assessed. Such
cooperation shall include making all information and documents in their
possession relating to the other Company and their Affiliates available to such
other Company as provided in Section 5. Each of the Companies shall also make
available to each other, as reasonably requested and available, personnel
(including officers, directors, employees and agents of the Companies or their
respective Affiliates) responsible for preparing, maintaining, and interpreting
information and documents relevant to Taxes, and personnel reasonably required
as witnesses or for purposes of providing information or documents in
connection with any administrative or judicial proceedings relating to Taxes.
Any information or documents provided under this Section 4 shall be kept
confidential by the Company receiving the information or documents, except as
may otherwise be necessary in connection with the filing of Tax Returns or in
connection with any administrative or judicial proceedings relating to Taxes.
4.2 Income Tax Return Information. Each Company will provide to the other
Company information and documents relating to their respective Groups required
by the other Company to prepare Tax Returns. The Responsible Company shall
determine a reasonable compliance schedule in accordance with past practice.
Any additional information or documents the Responsible Company requires to
prepare such Tax Returns will be provided in accordance with past practices, if
any, or as the Responsible Company reasonably requests and in sufficient time
for the Responsible Company to file such Tax Returns on a timely basis.
SECTION 5. Tax Records.
5.1 Retention of Tax Records. Each Company shall preserve and keep all Tax
Records for so long as the contents thereof may become material in the
administration of any matter under the Code or other applicable Tax Law, but in
any event until the later of (i) the expiration of any applicable statutes of
limitation, and (ii) seven years after the Distribution Date. If, prior to the
expiration of the applicable statute of limitation and such seven-year period,
a Company reasonably determines that any Tax Records which it is required to
preserve and keep under this Section 5 are no longer material in the
administration of any matter under the Code or other applicable Tax Law, such
Company may dispose of such records upon 90 days prior notice to the other
Company. Such notice shall include a list of the records to be disposed of
describing in reasonable detail each file, book, or other records being
disposed. The notified Company shall have the opportunity, at its cost and
expense, to copy or remove, within such 90-day period, all or any part of such
Tax Records.
5.2 Access to Tax Records. The Companies and their respective Affiliates
shall make available to each other for inspection and copying during normal
business hours upon reasonable notice all Tax Records in their possession to
the extent reasonably required by the other Company in connection with the
preparation of Tax Returns, audits, litigation, or the resolution of items
under this Agreement.
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SECTION 6. Tax Disputes.
6.1 Tax Disputes Relating to the Separation and
Distribution. Notwithstanding anything herein to the contrary, Article IV of
the Separation Agreement shall govern and shall be the exclusive remedy with
respect to any Tax dispute related to the Separation and Distribution.
6.2 Other Tax Disputes. To the extent that there is any dispute between the
Companies relating to this Agreement (other than a dispute governed by Section
6.1 hereof), the provisions of Article VIII of the Separation Agreement shall
govern the resolution of such dispute.
SECTION 7. Effective Date.
This Agreement shall be effective on the Distribution Date.
SECTION 8. Interest Under This Agreement.
Anything herein to the contrary notwithstanding, to the extent one Company
("indemnitor") makes a payment of interest to another Company ("Indemnitee")
under this Agreement with respect to the period from the date that the
indemnitee made a payment of Tax to a Tax Authority to the date that the
indemnitor reimbursed the indemnitee for such Tax payment, the interest payment
shall be treated as interest expense to the indemnitor (deductible to the
extent provided by law) and as interest income by the indemnitee (includable in
income to the extent provided by law). The amount of the payment shall not be
adjusted to take into account any associated Tax benefit to the indemnitor or
increase in Tax to the indemnitee.
SECTION 9. Late Payments.
Any amount owed by one party to another party under this Agreement which is
not paid when due shall bear interest at the Prime Rate plus two percent,
compounded semiannually, from the due date of the payment to the date paid. To
the extent interest required to be paid under this Section 9 duplicates
interest required to be paid under any other provision of this Agreement,
interest shall be computed at the higher of the interest rate provided under
this Section 9 or the interest rate provided under such other provision.
SECTION 10. Expenses.
Except as provided in Section 11, each party and its Affiliates shall bear
their own expenses incurred in connection with preparation of Tax Returns, Tax
Contests, and other matters related to Taxes under the provisions of this
Agreement.
SECTION 11. General Provisions.
11.1 Addresses and Notices. Any notice, demand, claim, or other
communication under this Agreement shall be in writing and shall be deemed to
have
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been given upon the delivery or mailing hereof, as the case may be, if
delivered personally or sent by certified mail, return receipt requested,
postage prepaid, to the parties at the following addresses (or at such other
address as a party may specify by notice to the other):
If to DSPGI, to: DSP Group Inc.
5 Shenkar St.
----------------------
Herzeliya 46120 Israel
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Attn: Moshe Zelnik, DSP Group Inc.
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If to Ceva, to: Ceva, Inc.
2033 Gateway Place, Suite 150
-----------------------------
San Jose, CA 95110
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Attn: Elaine Coughlan, Ceva, Inc.
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11.2 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
11.3 Waiver. No failure by any party to insist upon the strict performance
of any obligation under this Agreement or to exercise any right or remedy under
this Agreement shall constitute waiver of any such obligation, right, or remedy
or any other obligation, rights, or remedies under this Agreement.
11.4 Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.
11.5 Further Action. The parties shall execute and deliver all documents,
provide all information, and take or refrain from taking action as may be
necessary or appropriate to achieve the purposes of this Agreement, including
the execution and delivery to the other parties and their Affiliates and
representatives of such powers of attorney or other authorizing documentation
as is reasonably necessary or.
11.6 Integration. This Agreement and the other agreements, including the
Separation Agreement, being entered into concurrently herewith, constitute the
entire agreement among the parties pertaining to the subject matter hereof and
thereof and supersedes all prior agreements and understandings pertaining
thereto.
11.7 Construction. The language in all parts of this Agreement shall in all
cases be construed according to its fair meaning and shall not be strictly
construed for or against any party.
11.8 No Double Recovery Subrogation. No provision of this Agreement shall
be construed to provide an indemnity or other recovery for any costs, damages,
or other amounts for which the damaged party has been fully compensated under
any other
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provision of this Agreement or under any other agreement or action at law or
equity. Unless expressly required in this Agreement, a party shall not be
required to exhaust all remedies available under other agreements or at law or
equity before recovering under the remedies provided in this Agreement. Subject
to any limitations provided in this Agreement, the indemnifying party shall be
subrogated to all rights of the indemnified party for recovery from any third
party.
11.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.
11.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts
executed in and to be performed in that State.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
day and year first written above.
DSP GROUP, INC.
By: /s/ Eliyahu Ayalon
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Eliyahu Ayalon
Chief Executive officer
CEVA, INC.
By: /s/ Gideon Wertheizer
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Gideon Wertheizer
President
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