Project Co represents and warrants that:
(a) (no infringement): no Intellectual Property Rights or Moral Rights or other rights of any person will be infringed or breached:
(i) in delivering the Project;
(ii) by the performance of the Project Activities; or
(iii) by:
A. the use or enjoyment of the Project Co Material or the Project Assets; or
B. use or exercise of the Intellectual Property Rights licensed or assigned to the State in accordance with this Schedule,
by the State, any State Associate or any person nominated or authorised by the State in connection with any State Project Document (excluding in respect of the State IP);
(b) (ownership): it owns, or has the authority to grant the rights granted in accordance with this Schedule, in connection with the Intellectual Property Rights licensed or assigned to the State in accordance with this Schedule and neither:
(i) the exercise of those rights by the State, any State Associate or any person nominated or authorised by the State in connection with any State Project Document; nor
(ii) the possession or use of any materials in which those rights subsist in connection with any State Project Document,
will give rise to any Liability on the part of the State, any State Associate or any person nominated or authorised by the State in connection with any State Project Document, including to pay any compensation (including any royalty) to any person, or give rise to a right entitling any person to make a Claim against the State, any State Associate or any person nominated or authorised by the State in connection with any State Project Document for any attribution or acknowledgment or rectification in relation to such Intellectual Property Rights or any materials in which they subsist;
(c) (licences): it has all appropriate licences of, or title to, all Intellectual Property Rights that are required by it for the purpose of its obligations under any State Project Document;
(d) (Project Co's Associates' licences): each Project Co Associate has all appropriate licences of, or title to, all Intellectual Property Rights that are required for performing their obligations under the Project Documents;
(e) (no State licences): Project Co does not and the Project Co Associates do not require any licences of, or title to, any Intellectual Property Rights from the State in order to perform their obligations under any State Project Document, apart from any licences to Intellectual Property Rights granted under this Deed;
(f) (required Intellectual Property): the Developed Intellectual Property, the Licensed Intellectual Property, the Third Party Software, the Escrow Material and the State IP are all the Intellectual Property Rights that are required for Project Co and any Project Co Associate to carry out their respective obligations under any Project Document;
(g) (authority): it has authority to assign, license or disclose (as the case may be) all Intellectual Property Rights granted to the State under any State Project Document;
(h) (List of Software): every item of the Software (excluding Software comprising the State IP) used or to be used by Project Co or any Project Co Associate in performing the Project Activities or which is part of the Project Assets is contained in the List of Software or will be later identified in accordance with section 2.10(b)(iv);
(i) (third Party Software): it has the authority to undertake the obligations concerning the Third Party Software contained in section 2.12;
(j) (Third party rights or interests): no third party rights or interests will affect the enjoyment of the benefit of the licences in section 2.4(a) or prevent the rights in section 2.4(b), section 2.5 or section 2.6;
(k) (no Permitted Encumbrance): other than a Permitted Encumbrance, there are no Encumbrances, and it will not allow any Encumbrance to be created, over its rights to any Intellectual Property Rights that are used by it for the purposes of its obligations under any State Project Document, except for any Permitted Encumbrance;
(l) (allegations or notices): it is not aware of any allegations of infringement or notices of misappropriation issued by any person or any Claims that the Project Assets or their use or enjoyment in accordance with or as contemplated by any State Project Document infringe or will infringe any rights, including any Intellectual Property Rights or Moral Rights, of any third party; and
(m) [(Escrow Material): none of the Escrow Material contains information, material, documentation or otherwise that would be required by the State or any person nominated or authorised by the State in connection with any State Project Document to operate or maintain the [Maintained Assets] in accordance with or as contemplated by any State Project Document.][Note: To be included if Escrow Material is contemplated.]
Each representation and warranty in this section 2.1 is a continuing representation and warranty and will be repeated on each day while any obligation under any State Project Document remains outstanding, with reference to the facts and circumstances then subsisting.