TEVA » Topics » Legal Counsel Confirmation

This excerpt taken from the TEVA 6-K filed Dec 8, 2008.

Legal Counsel Confirmation

I, the undersigned, Charles Nochumsohn, Adv., as legal counsel to Teva Pharmaceutical Industries Limited (Reg. Num. 520013954) (the “Guarantor”), hereby confirm that the Guarantor duly signed upon the above Deed of Guarantee through its authorized signatories Messrs. Eyal Desheh and Deborah Griffin, in accordance with the Guarantor’s constitutional documents and a Board resolution of the Guarantor – and I further confirm that the above signatures are binding upon the Guarantor for every intent and purpose.

 

LOGO    Date December 4, 2008

 

11


BANK HAPOALIM B.M.      

1177 Avenue of the Americas,

New York, New York 10036  

Date: December 4, 2008

 

To: Teva Pharmaceutical Industries Limited

Dear Sir/Madam,

 

  Re: Notice to Guarantor
           With Reference to Continuing Guarantee Unlimited
           in Amount Dated: December 4, 2008

 

1. We hereby notify you that the guarantee which you are signing for Teva Pharmaceuticals USA, Inc. (hereinafter - “the Company”) is for the payment of all and any amounts due and/or which may become due to Bank Hapoalim B.M. (hereinafter—“the Bank”) from the Company in connection with a loan in the total principal amount of US$ 1,000,000,000 (one billion US Dollars) according to a loan agreement dated this day signed between the Company, the Bank and the Lenders (as such term is defined in such loan agreement), irrespective of whether due from the Company alone or together with others, or whether the Company has already obligated itself in respect thereof or may obligate itself in respect thereof in the future, whether already granted or to be granted in the future, or paid or to be paid to the Company or on the Company’s behalf or at its request or for its account, whether due from the Company in its capacity as debtor, guarantor or otherwise, or whether due from the Company now or becoming due or due contingently, directly or indirectly, and also for the payment of all and any amounts of money which the Company owes and/or may owe to the Bank for any other reason whatsoever, and for the payment of all and any monies which the Bank is and/or may become entitled to claim and/or to receive from the Company for any reason whatsoever, together with interest, charges and commissions, linkage differentials and other expenses of any kind, all in connection with the loan agreement dated this day signed between the Company, the Bank and, if applicable other Lenders (as such term is defined therein) (hereinafter: the “Loan Agreement”).

 

2. The total balance of indebtedness of the Company to the Bank to date in connection with the Loan Agreement, as reflected in the books of the Bank is US$ 1,000,000,000.

 

3. This notice is given with reference to the deed of guarantee, which you are signing for the Company in favour of the Bank, and is subject to the provisions thereof.

Yours faithfully,

Bank Hapoalim B.M.

 

 

We hereby acknowledge receipt of the above notice and agree to its contents

/s/ Eyal Desheh

/s/ Yossi Levin

 

 

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