Common use of Licensor Representations, Warranties and Covenants Clause in Contracts

Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants as follows: (1) Licensor shall convey to Licensee good, valid and marketable title to all Proprietary Reagent Material purchased by Licensee from Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever. (2) Proprietary Reagent Material purchased by Licensee from Licensor hereunder shall not be a Hazardous Substance and its sale, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations). (3) Licensor represents and warrants to Licensee that the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 of the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred in connection with any products liability claim resulting from, relating to, arising out of, or incurred in connection with the delivery to and use by Licensee of Proprietary Reagent Material delivered by Licensor; provided, however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor or Reagent manufacturing agreements which Licensor may enter into from time to time. (7) Licensor agrees that there will be available at the Facility from time to time as reasonably requested by Licensee sufficient quantities of the Proprietary Reagent Material to supply the Facility's full requirements from the date hereof until at least December 31, 2007.

Licensor Representations, Warranties and Covenants. Licensor hereby represents, warrants and covenants to Licensee as follows: (1a) the execution, delivery and performance by Licensor shall convey to Licensee goodof this Agreement and the consummation of the transactions contemplated hereby are within Licensor’s corporate powers and have been duly authorized by all necessary corporate action on the part of Licensor. This Agreement constitutes the legal, valid and marketable title to all Proprietary Reagent Material purchased by Licensee from binding obligation of Licensor, enforceable against Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever.in accordance with its terms; (2b) Proprietary Reagent Material purchased by Licensee from Licensor hereunder shall not be a Hazardous Substance and its salethe execution, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by performance of this Agreement shall comply with all applicable laws and governmental regulations (including, but by Licensor will not limited to, environmental laws and regulations).violate any Law or any order of any Governmental Authority; (3c) Licensor represents and warrants except as may be required to Licensee that permit the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes sale or exportation of Section 29 of Licensed Product into the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred in connection with any products liability claim resulting from, relating to, arising out of, or incurred in connection with the delivery to and use by Licensee of Proprietary Reagent Material delivered by Licensor; provided, however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor or Reagent manufacturing agreements which Licensor may enter into from time to time. (7) Licensor agrees that there will be available at the Facility Territory from time to time as reasonably requested during the Term, the execution, delivery or performance of this Agreement by Licensee sufficient quantities Licensor will not require Licensor to obtain any permits, authorizations or consents from any Governmental Authority, and such execution, delivery and performance will not result in a material breach of or give rise to any termination of any agreement or contract to which Licensor is a Party; (d) Licensor has the right and authority to grant the licenses granted in Section 2 of this Agreement; and (e) Licensor, its Affiliates, and its and their respective employees, agents, contractors and consultants have never been (i) debarred or (ii) convicted of a crime for which a person can be debarred, under Section 306(a) of the Proprietary Reagent Material Generic Drug Enforcement Act of 1992 (Section 306 (a) or (b)) or similar Laws of any foreign jurisdiction. Licensor, its Affiliates, and its and their respective employees, agents, contractors and consultants have never been (i) threatened to supply be debarred or (ii) indicted for a crime or otherwise engaged in conduct for which a person can be debarred, under Section 306(a) or (b) of the Facility's full requirements from the date hereof until at least December 31Generic Drug Enforcement Act of 1992 or similar Laws of any other jurisdiction. Licensor shall promptly notify Licensee upon learning of any such debarment, 2007conviction, threat or indictment.

Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants as follows: (1) Licensor shall convey to Licensee good, valid and marketable title to all Proprietary Reagent Binder Material purchased by Licensee from Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever. (2) Proprietary Reagent Binder Material purchased by Licensee from Licensor hereunder shall not be a contain any Hazardous Substance Substances and its sale, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations). (3) Licensor represents and warrants to Licensee that the Proprietary Reagent Binder Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 of the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate butadiene latex formulations formulation currently being used by Licensor to produce Proprietary Reagent Binder Material without the prior written consent of Buyer and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Binder Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Binder Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred in connection with any products liability claim resulting from, relating to, arising out of, or incurred in connection with the delivery to and use by Licensee of Proprietary Reagent Binder Material delivered by Licensor; provided, however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor or Reagent binder manufacturing agreements which Licensor may enter into from time to time. (7) Licensor agrees that there will be available at the Facility from time to time as reasonably requested by Licensee sufficient quantities of the Proprietary Reagent Binder Material to supply the Facility's full requirements of the Licensee for the production of up to 83,334 tons of Product per calendar month from the date hereof until at least December 31, 2007.

Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants as follows: (1) Licensor shall convey to Licensee good, valid and marketable title to all Proprietary Reagent Binder Material purchased by Licensee from Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever. (2) Proprietary Reagent Binder Material purchased by Licensee from Licensor hereunder shall not be a contain any Hazardous Substance Substances and its sale, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations). (3) Licensor represents and warrants to Licensee that the Proprietary Reagent Binder Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 of the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate butadiene latex formulations formulation currently being used by Licensor to produce Proprietary Reagent Binder Material without the prior written consent of Buyer Licensee and without first providing Buyer Licensee with a written report of a third party fuels expert reasonably acceptable to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Binder Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Binder Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred in connection with any products liability claim resulting from, relating to, arising out of, or incurred in connection with the delivery to and use by Licensee of Proprietary Reagent Binder Material delivered by Licensor; provided, however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor or Reagent binder manufacturing agreements which Licensor may enter into from time to time. (7) Licensor agrees that there will be available at the Facility from time to time as reasonably requested by Licensee sufficient quantities of the Proprietary Reagent Binder Material to supply the Facility's full requirements of Licensee for the production of up to 83,334 tons of Product per calendar month from the date hereof until at least December 31, 2007.

Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants as follows: (1) Licensor shall convey to Licensee good, valid and marketable title to all Proprietary Reagent Material purchased by Licensee from Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever. (2) Proprietary Reagent Material purchased by Licensee from Licensor hereunder shall not be a Hazardous Substance and its sale, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations). (3a) Licensor represents and warrants to Licensee that the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 Company as of the Code.Effective Date that: (4) i. Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer has all right, title and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable interest in and to the Licensor Technology, and Licensee Licensor has not previously licensed, assigned, transferred, or otherwise conveyed any right, title or interest in and to the effect that (in such third party's professional judgment) the monomers or polymers so Licensor Technology to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any partyThird Party, including any governmental entity)rights to any Product, lossesand the Licensor Technology is free and clear of any liens, liabilitiescharges, damagesencumbrances or rights of others to possession or use; ii. No claims have been asserted, obligationsor, penaltiesto Licensor’s knowledge, paymentsthreatened by any Third Party, costs and expenses (including nor are there, to Licensor’s knowledge, any valid grounds for any claim of any such kind challenging the costs and expenses of enforcing this indemnification and defending any and all actionsvalidity, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out ofeffectiveness, or incurred ownership of Licensor Technology; iii. [***] own or control any Patent Right or Know-How that is necessary to Develop, manufacture or Commercialize the Compound or a Product in connection with any products liability claim resulting fromthe Field in the Territory, relating to, arising out of, or incurred in connection with and that covers technology that is not commercially available; iv. Licensor has the delivery exclusive right to exploit the technology under the Initial License Agreement to make and use Licensor Technology and is not knowingly in breach of the Initial License Agreement; v. Schedule 1.34 sets forth a true, complete and correct list of all Patent Rights under Licensor Patents; vi. The Initial License Agreement disclosed to Company through the virtual data room hosted by Licensee Intralinks is, subject to the redactions therein, a true, complete and accurate copy of Proprietary Reagent Material delivered by Licensorthe Initial License Agreement as amended through the Effective Date; providedand vii. [***], however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater Licensor has not granted to any Third Party a right of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor reference or Reagent manufacturing agreements which Licensor may enter into from time use with respect to timeIND #1311384. (7b) Licensor agrees that there will be available at the Facility from time to time as reasonably requested by Licensee sufficient quantities of the Proprietary Reagent Material to supply the Facility's full requirements from the date hereof until at least December 31EXCEPT AS SET FORTH IN THIS AGREEMENT, 2007EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES TO TITLE OR NON-INFRINGEMENT, TO FREEDOM TO OPERATE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF COMPOUND OR PRODUCT OR LICENSOR TECHNOLOGY FOR A PARTICULAR PURPOSE.

Licensor Representations, Warranties and Covenants. As of the Effective Date and throughout the Term, subject to the terms of this Agreement, Licensor representsrepresents and warrants to, warrants and covenants with, Licensee as follows: (1a) Licensor shall convey to Licensee good, valid It is the sole and marketable title to all Proprietary Reagent Material purchased by Licensee from Licensor hereunder, free exclusive legal and clear of any and all liens, claims and encumbrances of any type whatsoever. (2) Proprietary Reagent Material purchased by Licensee from Licensor hereunder shall not be a Hazardous Substance and its sale, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations). (3) Licensor represents and warrants to Licensee that the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 beneficial owner of the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer entire right, title, and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable interest in and to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred in connection with any products liability claim resulting from, relating to, arising out of, or incurred Intellectual Property in connection with the delivery Licensed Products in the Territory; (b) It is the record owner of the registrations and applications set forth on Exhibit A hereto, and all such issued registrations are valid, subsisting, and in full force and effect; (c) There is no claim, action, proceeding or other litigation pending or, to and use the knowledge of Licensor, threatened with respect to Licensor's ownership of the Licensor Intellectual Property or which, if adversely determined, would restrict or otherwise interfere in any material respect with the exercise by Licensee of Proprietary Reagent Material delivered by Licensorthe rights purported to be granted to Licensee hereunder; (d) It has sufficient rights and power to grant the license to the Licensed Products and the Licensor Intellectual Property which it purports to grant and grants in this Agreement; provided, however, it does not know of any third-party infringement of the Licensor Intellectual Property or other misappropriation of Licensor Intellectual Property in or outside of the Territory; (e) It has not received a written claim from a third party that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater practice of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or Licensor Intellectual Property or use of any of its other vendor the applicable Licensor Marks infringes or Reagent manufacturing agreements which Licensor may enter into from time to time.will infringe any third-party rights; (7f) It is not distributing, promoting, offering for sale or selling any potential or actual competing products in the Territory and the Field of Use now or during the Term; (g) There are no known outstanding liens, encumbrances, license grants or agreements, either written, oral or implied, regarding the Licensor agrees Intellectual Property which are inconsistent or in conflict with any provision, section or schedule of this Agreement; (h) It does not believe that there will be available at the Facility from time to time as reasonably requested by Licensee sufficient quantities practice of the Proprietary Reagent Material to supply Licensor Intellectual Property infringes any valid claims of any third party in or outside the Facility's full requirements from Territory or that the date hereof until at least December 31, 2007use of the Licensor Marks infringes any trademark of a third party.

Licensor Representations, Warranties and Covenants. Licensor hereby represents, warrants and covenants to Licensee as follows: (1a) the execution, delivery and performance by Licensor shall convey to Licensee goodof this Agreement and the consummation of the transactions contemplated hereby are within Licensor’s corporate powers and have been duly authorized by all necessary corporate action on the part of Licensor. This Agreement constitutes the legal, valid and marketable title to all Proprietary Reagent Material purchased by Licensee from binding obligation of Licensor, enforceable against Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever.in accordance with its terms; (2b) Proprietary Reagent Material purchased by Licensee from Licensor hereunder shall not be a Hazardous Substance and its salethe execution, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by performance of this Agreement shall comply with all applicable laws and governmental regulations (including, but by Licensor will not limited to, environmental laws and regulations).violate any Law or any order of any Governmental Authority; (3c) Licensor represents and warrants except as may be required to Licensee that permit the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes sale or exportation of Section 29 of Product into the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred in connection with any products liability claim resulting from, relating to, arising out of, or incurred in connection with the delivery to and use by Licensee of Proprietary Reagent Material delivered by Licensor; provided, however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor or Reagent manufacturing agreements which Licensor may enter into from time to time. (7) Licensor agrees that there will be available at the Facility Territory from time to time as reasonably requested during the Term, the execution, delivery or performance of this Agreement by Licensee sufficient quantities Licensor will not require Licensor to obtain any permits, authorizations or consents from any Governmental Authority, and such execution, delivery and performance will not result in a material breach of or give rise to any termination of any agreement or contract to which Licensor is a Party; (d) Licensor has all right and authority to grant the licenses granted in Section 2 of this Agreement; (e) to the best of Licensor’s knowledge, without any investigation or due inquiry, all issued Licensed Patents are valid; (f) Licensor has not received any written communication from a third party alleging that Licensor’s practice of the Proprietary Reagent Material Licensed Patents infringes the right of such third party; and INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (g) Licensor, its Affiliates, and its and their respective employees, agents, contractors and consultants have never been (i) debarred or (ii) convicted of a crime for which a person can be debarred, under Section 306(a) of the Generic Drug Enforcement Act of 1992 (Section 306 (a) or (b)) or similar Laws of any foreign jurisdiction. Licensor, its Affiliates, and its and their respective employees, agents, contractors and consultants have never been (i) threatened to supply be debarred or (ii) indicted for a crime or otherwise engaged in conduct for which a person can be debarred, under Section 306(a) or (b) of the Facility's full requirements from the date hereof until at least December 31Generic Drug Enforcement Act of 1992 or similar Laws of any other jurisdiction. Licensor shall promptly notify Licensee upon learning of any such debarment, 2007conviction, threat or indictment.

Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants as follows: (1) Licensor shall convey to Licensee good, valid and marketable title to all Proprietary Reagent Material purchased by Licensee from Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever. (2) Proprietary Reagent Material purchased by Licensee from Licensor hereunder shall not be a Hazardous Substance and its sale, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations). (3i) Licensor represents and warrants to Licensee that the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 of the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c). (5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall that: (i) pay all of Licensee's costs Licensor either owns the entire right, title, and expenses incurred interest in and to return, remove or dispose of non-conforming Proprietary Reagent Material the Licensed Intellectual Property and/or has the right to grant the license and other rights hereunder; (ii) indemnifyto Licensor’s knowledge, defend use of the Licensed Intellectual Property permitted under this Agreement does not infringe any intellectual property rights of any other person or entity; and hold harmless (iii) Licensor has not granted to any third party any licenses or other rights under the Licensed Intellectual Property that conflict with rights granted to Licensee under this Agreement (it being agreed and its partners, directors, officers, members, agents, representatives, subsidiaries acknowledged among the Parties that the license granted to IIN as indicated and affiliates from described in Schedule 7(b) and against any other rights retained by Licensor or granted by Licensor outside of the Field of Use do not conflict with the rights granted to Licensee under this Agreement); (ii) Licensor expressly acknowledges and all claims, demands or suits (by agrees that Licensor shall not use and shall not authorize any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including third party to use the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred Licensed Intellectual Property in connection with a Chopra-branded subscription offering substantially similar or directly competitive to the Chopra Digital Properties (as defined on Schedule 1(c)); (iii) Licensor has no agreements with any products liability claim resulting fromother Person, relating firm or corporation which will in any way interfere with any rights granted to Licensee under this Agreement, it being understood and acknowledged by Licensee that Licensor’s use, or authorization of others to use, any Licensed Intellectual Property outside the Field of Use during the Term, other than the Exclusively Licensed Intellectual Property, shall not be deemed to interfere with any rights granted to Licensee under this Agreement; and (iv) Licensor shall not, and shall not allow any Affiliate to, arising out of, or incurred (a) engage in connection with the delivery to and use by any business that holds Licensee of Proprietary Reagent Material delivered by Licensor; provided, however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor Licensee’s rights under this Agreement in a negative light or Reagent manufacturing agreements which Licensor may enter into from time is otherwise detrimental to timeLicensee’s name or brand or (b) take any action that is reasonably likely to diminish, tarnish or dilute the reputation of Licensee. (7) Licensor agrees that there will be available at the Facility from time to time as reasonably requested by Licensee sufficient quantities of the Proprietary Reagent Material to supply the Facility's full requirements from the date hereof until at least December 31, 2007.

Licensor Representations, Warranties and Covenants. Licensor represents, hereby represents and warrants and covenants as followsthat: (1a) It has full right, power, and authority to enter into this Agreement. (b) It shall use its best efforts to secure and maintain all necessary rights to effectuate the terms of this License Agreement. (c) Its execution, delivery, and performance of this Agreement do not and shall not contravene any contractual restriction binding on or affecting any of its properties, nor its certificate or articles of incorporation, nor its by-laws. (d) This Agreement has been duly executed and delivered by Licensor and is a legal, valid, and binding obligation of Licensor enforceable against Licensor in accordance with its terms. (e) No other person or entity has been granted a right which would conflict with Licensee’s rights hereunder. (f) Licensor shall convey is not insolvent and this Agreement is not being entered into in contemplation of Licensor’s insolvency nor are such transactions being consummated with any intent to Licensee goodhinder, valid delay or defraud any of Licensee’s creditors. (g) Licensor owns the entire right, title and marketable title interest in and to all Proprietary Reagent Material purchased by Licensee from Licensor hereunderthe Xxxx Intellectual Property, free and clear of any and all liens, claims and encumbrances of any type whatsoeverkind, and Licensor has the exclusive rights to license the Xxxx Intellectual Property. Licensee’s use of the Xxxx Intellectual Property in accordance with and for the purposes set forth in this Agreement will not infringe the contractual or proprietary rights of any third party or conflict with any other agreement. To Licensor’s knowledge, there is no infringement of the Xxxx Intellectual Property by any third party. The Xxxx Intellectual Property includes all of the trademarks containing the “Xxxx” name or any derivation thereof that Licensor owns or has the right to use. (2h) Proprietary Reagent Material purchased by Licensee from During the term of this Agreement, Licensor hereunder shall use its best efforts to obtain, maintain and renew the Xxxx Intellectual Property and the registrations thereof and shall not be a Hazardous Substance and its sale, delivery and permit other persons to use to produce solid synthetic fuel at the Facility, Xxxx Intellectual Property in each case, as contemplated by any manner that would conflict with Licensee’s rights under this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations)Agreement. (3i) Licensor represents has not, and warrants neither it nor any successor will, sell, assign, transfer or otherwise encumber any of its rights in the Xxxx Intellectual Property or create any lien, pledge or security interest in the Xxxx Intellectual Property, or any part thereof, or permit the Xxxx Intellectual Property or any part thereof to be or become subject to any lien, pledge or security interest, attachment or other encumbrance without first agreeing to give and giving Licensee, in a form and substance that is customary for license agreements or otherwise mutually agreeable to Licensor and Licensee, a first lien security interest in the Xxxx Intellectual Property to secure Licensor’s performance under this Agreement and to secure any damages that would accrue to Licensee in the event of a rejection of this Agreement in any bankruptcy proceeding. Licensor and Licensee agree that no security interest or other lien created by Licensor in the Xxxx Intellectual Property will be valid until the secured party has agreed in writing with Licensee that the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 of secured party’s rights and interests in the Code. (4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable Xxxx Intellectual Property will be subordinate to the Licensor rights of Licensee in the Xxxx Intellectual Property as provided in this Agreement and pursuant to any security interest to be granted to Licensee pursuant to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c)immediately preceding sentence. (5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto. (6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, arising out of, or incurred in connection with any products liability claim resulting from, relating to, arising out of, or incurred in connection with the delivery to and use by Licensee of Proprietary Reagent Material delivered by Licensor; provided, however, that in no event shall Licensor's liability under this Section 4.3(f)(ii) exceed the greater of (i) the proceeds received from insurance provided for in Section 4.8 and (ii) the proceeds received under the Dow Agreement and/or any of its other vendor or Reagent manufacturing agreements which Licensor may enter into from time to time. (7) Licensor agrees that there will be available at the Facility from time to time as reasonably requested by Licensee sufficient quantities of the Proprietary Reagent Material to supply the Facility's full requirements from the date hereof until at least December 31, 2007.