Licensor Representations Regarding the Technology Sample Clauses
The "Licensor Representations Regarding the Technology" clause sets out the specific assurances or guarantees that the licensor makes about the technology being licensed. Typically, this clause will state that the licensor has the legal right to license the technology, that the technology does not infringe on third-party rights, and that it performs as described. For example, the licensor may confirm that the software is free from known viruses or that it is original work. The core function of this clause is to allocate risk and provide the licensee with confidence that the technology is legitimate and fit for its intended use, reducing the likelihood of legal disputes or unexpected liabilities.
Licensor Representations Regarding the Technology. As of the Effective Date, Licensor represents and warrants to Covanta, its Affiliates and each Purchaser and Third Party Purchaser that:
(a) A list of all relevant Patents as of the Effective Date is set forth in Exhibit 2 attached hereto and all such Patents are current and valid as of the Effective Date with any and all required fees to maintain the same having been paid;
(b) Licensor has licensed or otherwise has or otherwise will secure the rights in and to the existing and future Technology, including Intellectual Property necessary for Licensor to grant to Covanta the rights being granted in this Agreement, and there are no rights, options or other contractual obligations on the part of AK, ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ or any other Person that would result in such Technology, including Intellectual Property, no longer being owned by or licensed to AK or licensed by Licensor, and AK shall maintain, prosecute and defend (or cause any other Person that owns any Patents to maintain, prosecute and defend) all Patents and pay all fees in connection therewith;
(c) The Technology, including Intellectual Property, does not use or include or rely on any third party intellectual property and no third party owns any rights, including intellectual property rights, necessary to Covanta’s exercise of any of its rights under this Agreement that have not been licensed to AK;
(d) Except for any rights granted to Global or to American Renewable Diesel, LLC, no rights have been provided to, or authorized for, any Person to exercise any rights in, the Technology, including the Intellectual Property, which are inconsistent with the rights granted to Covanta hereunder;
(e) The Technology as currently used by AK and as planned to be used by Licensor and Covanta in accordance with the terms of this Agreement, does not infringe, misappropriate or otherwise violate any patent, copyright, trademark, trade secret or other proprietary or intellectual property right of any Person, and AK and/or Licensor have not received, and to its knowledge does not know of any facts that could give rise to, any charge, complaint, claim, demand, notice or other communication (i) alleging any such infringement, misappropriation or other violation, (ii) requesting that AK and/or Licensor take a license from any Person or (iii) challenging the validity or enforceability of the Intellectual Property. AK and/or Licensor has no knowledge of any current or threatened infringement, misappropriation or other viola...