Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. (a) Each First Bank 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 First Bank Entity. Each First Bank 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 First Bank Entity in connection with such First Bank Entity’s business operations, and such First Bank Entity has the right to convey by sale or license any Intellectual Property so conveyed. No First Bank Entity is in Default under any of its Intellectual Property licenses in any material respect. To First Bank’s Knowledge, no proceedings have been instituted, or are pending or threatened, which challenge the rights of any First Bank Entity with respect to Intellectual Property used, sold or licensed by such First Bank Entity in the course of its business, nor has any Person claimed or alleged to First Bank any violation of their rights with respect to such Intellectual Property. The conduct of the business of the First Bank Entities and the use of any Intellectual Property by First Bank and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person. No Person has asserted to First Bank in writing that First Bank or any 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 First Bank Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Each First Bank Beneficial 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 First Bank EntityBeneficial Entity as it is currently conducted. Each First Bank Beneficial 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 First Bank Beneficial Entity in connection with such First Bank Entity’s its business operations, and such First Bank Beneficial Entity has the right to convey by sale or license any Intellectual Property so conveyed. No First Bank Beneficial Entity is in Default under any of its Intellectual Property licenses in any material respectlicenses. To First Bank’s Knowledge, no No proceedings have been instituted, or are pending or to the Knowledge of Beneficial threatened, which challenge the rights of any First Bank Beneficial Entity with respect to Intellectual Property used, sold or licensed by such First Bank Beneficial Entity in the course of its business, nor has any Person claimed or alleged to First Bank any violation of their rights with respect to such Intellectual PropertyProperty owned or purported to be owned by a Beneficial Entity. The To the Knowledge of Beneficial, the conduct of the business of the First Bank Entities each Beneficial Entity and the use of any Intellectual Property by First Bank and its Subsidiaries each Beneficial Entity does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person. No Person has asserted to First Bank Beneficial in writing that First Bank or any of its Subsidiaries Beneficial 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 First Bank Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Each First Bank FSB 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 First Bank EntityFSB Entity as it is currently conducted. Each First Bank FSB 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 First Bank FSB Entity in connection with such First Bank Entity’s its business operations, and such First Bank FSB Entity has the right to convey by sale or license any Intellectual Property so conveyed. No First Bank FSB Entity is in Default under any of its Intellectual Property licenses in any material respectlicenses. To First Bank’s Knowledge, no No proceedings have been instituted, or are pending or to the Knowledge of FSB threatened, which challenge the rights of any First Bank FSB Entity with respect to Intellectual Property used, sold or licensed by such First Bank FSB Entity in the course of its business, nor has any Person claimed or alleged to First Bank any violation of their rights with respect to such Intellectual Property. The conduct of the business of the First Bank Entities each FSB Entity and the use of any Intellectual Property by First Bank and its Subsidiaries each FSB Entity does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Personperson. No Person has asserted to First Bank FSB in writing that First Bank or any of its Subsidiaries FSB 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 First Bank Entity in the course of its business and the current terms thereof will not be affected by the transactions contemplated by this Agreement.