Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. (a) Each Seller Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conducted. Each Seller Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such Seller Entity in connection with its business operations, and such Seller Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Seller Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller threatened, which challenge the rights of any Seller Entity with respect to Intellectual Property used, sold or licensed by such Seller Entity in the course of its business, nor has any Person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity and the use of any Intellectual Property by each Seller Entity does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person. No Person has asserted to Seller in writing that any Seller Entity has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Person. The validity, continuation and effectiveness of all licenses and other agreements relating to Intellectual Property used by any Seller Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks will be transferred to Buyer or Buyer Bank in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer shall have right and title to the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks and trade names. All of the Seller Entities’ right to the use of and title to the names “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” will be transferred to Buyer in connection with the completion of the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Each Seller Reliance Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conductedReliance Entity. Each Seller Reliance Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such Seller Reliance Entity in connection with its such Reliance Entity’s business operations, and such Seller Reliance Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Seller Reliance Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller Reliance threatened, which challenge the rights of any Seller Reliance Entity with respect to Intellectual Property used, sold or licensed by such Seller Reliance Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity the Reliance Entities and the use of any Intellectual Property by each Seller Entity Reliance and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Personperson. No Person has asserted to Seller Reliance in writing that Reliance or any Seller Entity of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Personperson. The validity, continuation and effectiveness of all licenses and other agreements relating to Intellectual Property used by any Seller Reliance Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of the “Spirit of Texas Bancshares,Reliance Bank” and “Spirit of Texas Reliance Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks will be transferred to Buyer or Buyer Bank Xxxxxxx in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer Xxxxxxx shall have right and title to the “Spirit of Texas Bancshares,Reliance Bank” and “Spirit of Texas Reliance Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks and trade names. All of the Seller Reliance Entities’ right to the use of and title to the names name “Spirit of Texas Bancshares,Reliance Bank” and “Spirit of Texas Reliance Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” will be transferred to Buyer Xxxxxxx in connection with the completion of the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Each Seller PLFC Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conductedPLFC Entity. Each Seller PLFC Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such Seller PLFC Entity in connection with its such PLFC Entity’s business operations, and such Seller PLFC Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Seller PLFC Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller PLFC threatened, which challenge the rights of any Seller PLFC Entity with respect to Intellectual Property used, sold or licensed by such Seller PLFC Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity the PLFC Entities and the use of any Intellectual Property by each Seller Entity PLFC and its Subsidiaries does not infringe, misappropriate or otherwise violate the any Intellectual Property rights of any other Person. No Person has asserted to Seller PLFC in writing that PLFC or any Seller Entity of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Person. The validity, continuation and effectiveness of all licenses and other agreements relating to Intellectual Property used by any Seller PLFC Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of the “Spirit of Texas Bancshares,Penn Liberty Bank” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks trademark will be transferred to Buyer or Buyer Bank WSFS in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer WSFS shall have right and title to the “Spirit of Texas Bancshares,Penn Liberty Bank” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks trademark and trade names. All of the Seller Entities’ right to the use of and title to the names “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” will be transferred to Buyer in connection with the completion of the transactions contemplated by this Agreementname.

Intellectual Property; Privacy. (ahh) Each Seller Xxxxxx Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the material Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conductedXxxxxx Entity. Each Seller Xxxxxx Entity is the owner of or has a license, with the right to sublicense, license to any material Intellectual Property sold or licensed to a third party by such Seller Xxxxxx Entity in connection with its such Xxxxxx Entity’s business operations, and such Seller Xxxxxx Entity has the right to convey by sale or license any material Intellectual Property so conveyed. No Seller Xxxxxx Entity is in Default under any of its material Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller Xxxxxx threatened, which challenge the rights of any Seller Xxxxxx Entity with respect to Intellectual Property used, sold or licensed by such Seller Xxxxxx Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity the Xxxxxx Entities and the use of any Intellectual Property by each Seller Entity Xxxxxx or its Subsidiaries does not infringe, misappropriate or otherwise violate the any Intellectual Property rights of any other Person. No Person has asserted to Seller Xxxxxx or its Subsidiaries in writing that Xxxxxx or any Seller Entity of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Person. The validity, continuation and effectiveness of all licenses and other agreements relating to material Intellectual Property used by any Seller Xxxxxx Entity in the course of its business Ordinary Course and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks will be transferred to Buyer or Buyer Bank in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer shall have right and title to the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks and trade names. All of the Seller Entities’ right to the use of and title to the names “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” will be transferred to Buyer in connection with the completion of the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Each Seller Xxxxxxx Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Xxxxxxx Entity as it is currently conducted. Each Seller Xxxxxxx Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such Seller Xxxxxxx Entity in connection with its such Xxxxxxx Entity’s business operations, and such Seller Xxxxxxx Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Seller Xxxxxxx Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller Xxxxxxx threatened, which challenge the rights of any Seller Xxxxxxx Entity with respect to Intellectual Property used, sold or licensed by such Seller Xxxxxxx Entity in the course of its business, nor has any Person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Xxxxxxx Entity and the use of any Intellectual Property by each Seller Xxxxxxx Entity does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person. No Person has asserted to Seller Xxxxxxx in writing that any Seller Xxxxxxx Entity has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Person. The validity, continuation and effectiveness of all licenses and other agreements relating to Intellectual Property used by any Seller Xxxxxxx Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Landmark Bank,” and “Spirit of Texas Bank SSBThe Xxxxxxx Company” trademarks will be transferred to Buyer or Buyer Bank Xxxxxxx in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer Xxxxxxx shall have right and title to the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Landmark Bank,” and “Spirit of Texas Bank SSBThe Xxxxxxx Company” trademarks and trade names. All of the Seller Xxxxxxx Entities’ right to the use of and title to the names “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Landmark Bank,” and “Spirit of Texas Bank SSBThe Xxxxxxx Company” will be transferred to Buyer Xxxxxxx in connection with the completion of the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Each Seller First Texas Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conductedFirst Texas Entity. Each Seller First Texas Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such Seller First Texas Entity in connection with its such First Texas Entity’s business operations, and such Seller First Texas Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Seller First Texas Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller First Texas threatened, which challenge the rights of any Seller First Texas Entity with respect to Intellectual Property used, sold or licensed by such Seller First Texas Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity the First Texas Entities and the use of any Intellectual Property by each Seller Entity First Texas and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Personperson. No Person has asserted to Seller First Texas in writing that First Texas or any Seller Entity of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Personperson. The validity, continuation and effectiveness of all licenses and other agreements relating to Intellectual Property used by any Seller First Texas Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks listed on Schedule 4.13(a) will be transferred to Buyer or Buyer Bank Xxxxxxx in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer Xxxxxxx shall have right and title to the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” such trademarks and trade namestradenames. All of the Seller First Texas Entities’ right to the use of and title to the names “Spirit of First Texas Bancshares,” “Spirit of Texas BancsharesBHC, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSBSouthwest Bank” will be transferred to Buyer Xxxxxxx in connection with the completion of the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Each Seller Target Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conductedTarget Entity. Each Seller Target Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such Seller Target Entity in connection with its such Target Entity’s business operations, and such Seller Target Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Seller Target Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller Target threatened, which challenge the rights of any Seller Target Entity with respect to Intellectual Property used, sold or licensed by such Seller Target Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity the Target Entities and the use of any Intellectual Property by each Seller Entity Target and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Personperson. No Person has asserted to Seller Target in writing that Target or any Seller Entity of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Personperson. The validity, continuation and effectiveness of all licenses and other agreements relating to Intellectual Property used by any Seller Target Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas First South Bank,” and “Spirit of Texas Bank SSBFSB Insurance, Inc.” trademarks will be transferred to Buyer or Buyer Bank in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer shall have right and title to the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas First South Bank,” and “Spirit of Texas Bank SSBFSB Insurance, Inc.” trademarks and trade names. All of the Seller Target Entities’ right to the use of and title to the names “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas First South Bank,” and “Spirit of Texas Bank SSBFSB Insurance, Inc.” will be transferred to Buyer in connection with the completion of the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (aff) Each Seller First Mariner Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conductedFirst Mariner Entity. Each Seller First Mariner Entity is the owner of or has a license, with the right to sublicense, license to any material Intellectual Property sold or licensed to a third party by such Seller First Mariner Entity in connection with its such First Mariner Entity’s business operations, and such Seller First Mariner Entity has the right to convey by sale or license any material Intellectual Property so conveyed. No Seller First Mariner Entity is in Default under any of its material Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller First Mariner threatened, which challenge the rights of any Seller First Mariner Entity with respect to Intellectual Property used, sold or licensed by such Seller First Mariner Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity the First Mariner Entities and the use of any Intellectual Property by each Seller Entity First Mariner and its Subsidiaries does not infringe, misappropriate or otherwise violate the any Intellectual Property rights of any other Person. No Person has asserted to Seller First Mariner or its Subsidiaries in writing that First Mariner or any Seller Entity of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Person. The Subject to any trademark filings required by Law in connection with the Merger, the validity, continuation and effectiveness of all licenses and other agreements relating to material Intellectual Property used by any Seller First Mariner Entity in the course of its business Ordinary Course and the current terms thereof will not be affected by the transactions contemplated by this Agreement, the use of all material Intellectual Property of each of the “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” First Mariner Entities’ trademarks will be transferred to Buyer or Buyer Bank Xxxxxx in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Buyer Xxxxxx shall have right and title to the “Spirit of Texas Bancshares1st Mariner,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas 1st Mariner Bank,” and “Spirit of Texas Bank SSB1st Mariner Mortgage” trademarks and trade namestradenames. All (gg) (i) The computer, information technology and data processing systems, facilities and services used by First Mariner and each of its Subsidiaries, including all software, hardware, networks, communications facilities, platforms and related systems and services (collectively, the “Systems”), are reasonably sufficient for the conduct of the Seller Entities’ right respective businesses of First Mariner and its Subsidiaries as currently conducted; and (ii) the Systems are in good working condition to effectively perform all computing, information technology and data processing operations necessary for the use of and title to the names “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” will be transferred to Buyer in connection with the completion operation of the transactions contemplated respective businesses of First Mariner and each of its Subsidiaries as currently conducted. To First Mariner’s Knowledge, no third party has gained unauthorized access to any Systems owned or controlled by this AgreementFirst Mariner or any of its Subsidiaries, and First Mariner and each of its Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable safeguards to ensure that the Systems are secure from unauthorized access and free from any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. First Mariner and each of its Subsidiaries has implemented backup and disaster recovery policies, procedures and systems consistent with generally accepted industry standards for a community bank, and sufficient to reasonably maintain the operation of the respective businesses of First Mariner and each of its Subsidiaries in all material respects.

Intellectual Property; Privacy. (a) Each Seller Delanco Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens) all of the Intellectual Property necessary to carry on the business of such Seller Entity as it is currently conductedDelanco Entity. Each Seller Delanco Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such Seller Delanco Entity in connection with its such Delanco Entity’s business operations, and such Seller Delanco Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Seller Delanco Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Seller Delanco threatened, which challenge the rights of any Seller Delanco Entity with respect to Intellectual Property used, sold or licensed by such Seller Delanco Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. The conduct of the business of each Seller Entity the Delanco Entities and the use of any Intellectual Property by each Seller Entity Delanco and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Personperson. No Person has asserted to Seller Delanco in writing that Delanco or any Seller Entity of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Personperson. The validity, continuation and effectiveness of all licenses and other agreements relating to Intellectual Property used by any Seller Delanco Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement. At and after the Effective Time, the use of the “Spirit of Texas Bancshares,Delanco Federal Savings Bank” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” trademark and “Spirit of Texas Bank SSB” trademarks will trade name shall be transferred to Buyer or Buyer First Bank in connection with the transactions contemplated by this Agreement Merger and after the Effective Time, no Person besides Buyer First Bank (or another First Bank Entity, if applicable) shall have right and title to the “Spirit of Texas Bancshares,Delanco Federal Savings Bank” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Bank,” and “Spirit of Texas Bank SSB” trademarks trademark and trade namesname. All of the Seller Entities’ The Delanco Bank’s right to the use of and title to the names name “Spirit of Texas Bancshares,” “Spirit of Texas Bancshares, Inc.,” “Spirit of Texas Delanco Federal Savings Bank,” and “Spirit of Texas Bank SSB” will not be transferred to Buyer in connection with the completion adversely impacted by consummation of the transactions contemplated by this Agreement.