Common use of Licensor Representations Regarding the Technology Clause in Contracts

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, Xx. Xxxxxxxxx Xxxx 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 violation by any Person of the Intellectual Property, and AK and/or Licensor has not, and has no knowledge of any facts that would require that there be, sent or otherwise communicated to any Person any charge, complaint, claim, demand or notice asserting infringement, misappropriation or other violation of any of any such Intellectual Property; and (f) Licensor has provided Covanta with a true and correct copy of the Rights Agreements and there has not been any amendment to the Rights Agreements since they were executed. Licensor shall provide Covanta with a true and correct copy of any amendments made to the Rights Agreements during the term hereof and a copy of any additional agreements entered into by Licensor with AK or Xx. Xxxxxxxxx Xxxx regarding the rights of Licensor with respect to the Technology. Licensor shall provide Covanta with a copy of any default notice or any similar communications received by Licensor from AK during the term hereof and provide Covanta with updates from time to time regarding the resolution of any such termination notice. Licensor shall not agree to or make any amendment to any of the Rights Agreements or enter into any other agreements regarding its rights to the Technology that would reduce or affect any of Covanta’s rights under this Agreement.

Licensor Representations Regarding the Technology. As of the Effective Date, Licensor represents and warrants to CovantaAmerican, 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 3 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 Property, necessary for Licensor to grant to Covanta American the rights being granted in this Agreement, and there are no rights, options or other contractual obligations on the part of AK, Xx. Xxxxxxxxx Xxxx or of 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 CovantaAmerican’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 Covanta or to American Renewable Diesel, LLCGlobal, 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 American hereunder; (e) The Technology as currently used by AK and as planned to be used by Licensor and Covanta American 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 violation by any Person of the Intellectual Property, and AK and/or Licensor has not, and has no knowledge of any facts that would require that there be, sent or otherwise communicated to any Person any charge, complaint, claim, demand or notice asserting infringement, misappropriation or other violation of any of any such Intellectual Property; and (f) Licensor has provided Covanta American with a true and correct copy of the Rights Agreements and there has not been any amendment to the Rights Agreements since they were executed. Licensor shall provide Covanta American with a true and correct copy of any amendments made to the Rights Agreements during the term hereof and a copy of any additional agreements entered into by Licensor with AK or Xx. Xxxxxxxxx Xxxx regarding the rights of Licensor with respect to the Technology. Licensor shall provide Covanta American with a copy of any default notice or any similar communications received by Licensor from AK during the term hereof and provide Covanta American with updates from time to time regarding the resolution of any such termination notice. Licensor shall not agree to or make any amendment to any of the Rights Agreements or enter into any other agreements regarding its rights to the Technology that would reduce or affect any of CovantaAmerican’s rights under this Agreement.