AIC Sample Clauses
AIC. Certificate of Secretary of AIC as to (i) resolutions of its Board of Directors authorizing AIC to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws. Borrowers Complete
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AIC. Exhibit 4 contains a complete and accurate list of all AIC related to the Products. All AIC listed in Part A of Exhibit 4 have been duly filed, registered, obtained by SELLER, they are valid and effective as of Closing Date and there is no event or circumstance which could prevent their transfer to BUYER. Part B of Exhibit 4 shows a complete, accurate and updated list of all the AIC with regard to the Products whose AIC are held by SELLER pursuant to certain license agreements and SELLER guarantees to pass all existing AIC related to such Products to BUYER, except for those enlisted in Part B2 of Exhibit 4, whose transfer will partially depend on the consent of third parties. SELLER herewith guarantees that neither SELLER nor any other company or party related to SELLER's group owns any other AIC in Italy related to any of the Products, which can be used by SELLER herewith guarantees that neither SELLER nor any other company or party related to SELLER's group owns any other AIC in Italy related to any of the Products, which can be used by SELLER, directly or indirectly, and/or by third parties, except for the copies of AIC related to the following Products: Urokinasi, Somatostatina (Ikestatina), Eparina Calcium (Ecafast), Quota (Enterasin) and Dinelase (Prociclide) (the "Copies"). Such Copies cannot be used by SELLER nor any other company or party related to SELLER's group other than for sole export purposes and therefore not to use the Copies and its related AIC's for sales in Italy, San Marino and Vatican. In particular, SELLER undertakes, also with respect to any other company or party related to SELLER's group according to art. 1381 cod. Civ., not to sell the AIC's related to the Copies nor to grant any license or distribution or similar rights in relation thereto to any third party—with the sole limitation of the Copy Quota which might be give in license to one sole third party. With respect to the transfer of the AIC, BUYER guarantees that it has all requirements to be validly granted such transfer.