Common use of By Licensor Clause in Contracts

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing as of the Effective Date has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Party.

By Licensor. Licensor hereby represents and warrants to Sublicensee and Sublicensor that: 4.2.1 Licensor (a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the sole and exclusive owner laws of the entire jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the License Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (e) all necessary limited liability company or corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Licensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (f) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; (g) it owns all right, title, title and interest in and to the Licensed IP Patents and Know-How; (h) it has the full right and authority to grant the licenses granted hereinTechnology Sublicense to Sublicensee; 4.2.2 except for the license to Licensee(i) there are no outstanding agreements, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) assignments or claim of ownership by any Third Party that would interfere encumbrances inconsistent with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date provisions of this Agreement; 4.2.5 the conception, development, and reduction to practice (j) none of the Licensed IP existing as Patents have been invalidated either wholly or partly by a tribunal or court of law within the Effective Date United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and to the knowledge of Licensor there are no proceedings attempting to do so; (k) the Patents are valid and enforceable; (l) neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party; (m) Licensor has not constituted received any notice alleging its noncompliance with any Applicable Law with respect to the Patents, Know-How, Technology, or involved Licensed Property (n) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the misappropriation Patents and/or Know-How and, to the knowledge of trade secrets Licensor, no third party is infringing or other rights or property of misappropriating any Third Party such rights; and (o) the Patents and Know-How, along with know-how generally available in the Licensed Products and the Licensed IP do not infringerefining industry, misappropriate or otherwise violate, are all the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable necessary for the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement Property and have not been subject to any infringement by any Third Partythe production of Refined Coal with the Facilities.

By Licensor. Licensor hereby represents represents, warrants and warrants that: 4.2.1 covenants to Licensee that (a) it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is the sole and exclusive owner of the entire considered in a proceeding in equity or at law), (b) it owns all right, title, title and interest in and to the Licensed IP Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses granted herein; 4.2.2 except for set forth in Section 2 without seeking the license to Licenseeapproval or consent of any third party, (d) none of the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Licensed Patent Rights Patents have been filed invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and maintained properly Trademark Office or any of its foreign equivalents and correctly and all applicable fees have been paid on or before the due date for payment prior there are no proceedings to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing do so as of the Effective Date Date, (e) to Licensor’s best knowledge, the Patents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and (g) Licensor has not constituted threatened or involved the misappropriation of trade secrets initiated any claim, suit or other rights proceeding against any third party alleging that such third party has infringed or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had misappropriated any rights in or under the Patents and/or Know-How and, to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to the knowledge of Licensor, and Licensor licensed no third party is infringing or misappropriating any such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Partyrights.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 , except as set forth in the Schedules hereto: (i) it is duly authorized to enter into the transactions contemplated by this Agreement; (ii) this Agreement is a valid and binding obligation of Licensor, enforceable against it in accordance with its terms; (iii) the performance of Licensor's obligations hereunder does not violate any agreement, law, rule, or regulation binding on Licensor is the sole and exclusive owner of the entire rightor Licensor's charter documents; (iv) subject to Section 7.4, titleit has, and interest will continue to have, all rights in and to the Licensed IP Existing Library Programs, Output Programs and has Wallpaper necessary to fulfill its obligations hereunder (except that with respect to the right Existing Library, no such representation is made as to grant the licenses granted herein;any program not listed on Schedules 2.1(a)-1, 2.1 4.2.2 (a) 2 and 2.1(a)-3); (v) except for the license between Licensor and third parties which Licensor is assigning to Licensee, the Licensed IP is Existing Library Programs, Output Programs and Wallpaper are not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere licenses which conflict with the rights granted herein, and the use thereof by Licensee as contemplated herein will not infringe upon the copyright, literary or dramatic right or right of privacy of any third party or constitute a libel or slander of any third party; (vi) the licenses between Licensor and third parties which Licensor is assigning to Licensee are assignable, valid and enforceable, that the licensees under this Agreement; 4.2.3 during such licenses have not pre-paid the Termlicense fees, if any, due thereunder (except in accordance with the terms of such licenses), and, to the best of Licensor's knowledge and belief, such licensees do not have any claims, offsets or defenses which are adverse to Licensee's rights hereunder; and (vii) Licensor shall not knowingly and intentionally encumber or diminish has disclosed all material information relating to the rights granted to Licensee under this Agreement with respect to Licensed IP hereunder, and that all such information is true and correct to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to best of Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, 's knowledge and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing as of the Effective Date has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Partybelief.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing as of the Effective Date has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Party.

By Licensor. Licensor hereby represents and warrants to Sublicensee and Sublicensor that: 4.2.1 Licensor (a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the sole and exclusive owner laws of the entire jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the Patent and Technology License constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (e) all necessary limited liability company or corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Licensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (f) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; (g) it owns all right, title, title and interest in and to the Patents, Licensed IP Science, and Know-How; (h) it has the full right and authority to grant the licenses granted hereinLicensed Science Sublicense to Sublicensee; 4.2.2 except for the license to Licensee(i) there are no outstanding agreements, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) assignments or claim of ownership by any Third Party that would interfere encumbrances inconsistent with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date provisions of this Agreement; 4.2.5 (j) none of the conceptionPatents have been invalidated either wholly or partly by a tribunal or court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and to the knowledge of Licensor there are no proceedings attempting to do so; (k) the Patents are valid and enforceable; (l) neither the Patents nor the, developmentLicensed Science or Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party; (m) Licensor has not received any notice alleging its noncompliance with any Applicable Law with respect to the Patents, Know-How, Licensed Science, or Licensed Products; (n) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents, Licensed Science, and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights; and (o) the Patents, Licensed Science, and reduction to practice of Know-How, along with know-how generally available in the Licensed IP existing as of the Effective Date has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringeField, misappropriate or otherwise violate, are all the intellectual property rights necessary for the manufacture of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Party.

By Licensor. Licensor hereby represents represents, warrants and warrants that: 4.2.1 covenants to Licensee that (a) it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is the sole and exclusive owner of the entire considered in a proceeding in equity or at law), (b) it owns all right, title, title and interest in and to the Licensed IP Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (d) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses granted herein; 4.2.2 except for set forth in Section 2 without seeking the license to Licenseeapproval or consent of any third party, (e) none of the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Licensed Patent Rights Patents have been filed invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and maintained properly Trademark Office or any of its foreign equivalents and correctly and all applicable fees have been paid on or before the due date for payment prior there are no proceedings to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing do so as of the Effective Date Date, (f) to Licensor's best knowledge, the Patents are valid and enforceable as of the Effective Date, (g) to Licensor's best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party and (h) Licensor has not constituted threatened or involved the misappropriation of trade secrets initiated any claim, suit or other rights proceeding against any third party alleging that such third party has infringed or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had misappropriated any rights in or under the Patents and/or Know-How and, to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to the knowledge of Licensor, and Licensor licensed no third party is infringing or misappropriating any such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Partyrights.

By Licensor. Licensor hereby represents and warrants thatto Licensee that as of the Effective Date: 4.2.1 Licensor (a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the sole and exclusive owner laws of the entire jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) when executed by the Parties, this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) all necessary corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Licensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (e) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its bylaws or other formation or governing documents or any contract to which it is a party or by which any of its properties is bound (including, without limitation, the Arch Agreement), or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any Governmental Authority applicable to it; (f) Licensor owns all right, title, title and interest in and to the Licensed IP and has the right to grant the licenses granted hereinTechnology; 4.2.2 except for the license to Licensee(g) there are no outstanding agreements, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue assignments or encumbrances inconsistent or in respect thereto) or claim of ownership by any Third Party that would interfere conflict with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date provisions of this Agreement; 4.2.5 (h) the conception, developmentPatents are in good standing in the United States Patent and Trademark Office and any of its foreign equivalents, and reduction to the knowledge of Licensor, no events or circumstances exist that could have an adverse effect on the prosecution of the Patents to issuance; (i) the manufacture, use, sale, and offer for sale of the Licensed Property and Refined Coal and the practice of the Patents and the Know-How do not infringe or misappropriate any patent, trade secret or other intellectual property right of any third party; (j) Licensor has not received any notice alleging its noncompliance with any Applicable Law with respect to the Technology or Licensed IP existing as Property or alleging that the manufacture, use, sale, and offer for sale of the Effective Date Licensed Property and Refined Coal and the practice of the Patents and the Know-How infringe or misappropriate the patent, trade secret or other intellectual property right of any third party; (k) Licensor has not constituted threatened or involved initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under, in or to the misappropriation of trade secrets Technology or other rights or property of any Third Party and the Licensed Products Property and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights; and (l) the Patents and Know-How, along with know-how generally available in the Licensed IP do not infringecoal-fired power generation industry, misappropriate or otherwise violate, are all the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable necessary for the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement Property and have not been subject to any infringement by any Third Partythe production of Refined Coal.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP Intellectual Property and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP Intellectual Property is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP Intellectual Property to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP Intellectual Property existing as of the Effective Date has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP Intellectual Property do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP Intellectual Property represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP Intellectual Property is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IPIntellectual Property, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Party.