Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. (a) Southwest 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 Southwest Entity. Each Southwest 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 Southwest Entity in connection with such Southwest Entity’s business operations, and such Southwest Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Southwest Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Southwest threatened, which challenge the rights of any Southwest Entity with respect to Intellectual Property used, sold or licensed by such Southwest 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 the Southwest Entities and the use of any Intellectual Property by Southwest and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other person. No Person has asserted to Southwest in writing that Southwest 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 Southwest 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 trademarks set forth on Section 4.13(a) of the Southwest Disclosure Memorandum (“Southwest Trademarks”) will be transferred to Xxxxxxx in connection with the transactions contemplated by this Agreement and after the Effective Time, no Person besides Xxxxxxx shall have right and title to the Southwest Trademarks. All of the Southwest Entities’ right to the use of and title to the name of Southwest Trademarks will be transferred to Xxxxxxx in connection with the completion of the transactions contemplated by this Agreement.

Intellectual Property; Privacy. (a) Southwest Malvern 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 Southwest Malvern Entity, and all registered trademarks are set forth on Section 4.14 of Malvern’s Disclosure Memorandum. Each Southwest Malvern 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 Southwest Malvern Entity in connection with such Southwest Malvern Entity’s business operations, and such Southwest Malvern Entity has the right to convey by sale or license any Intellectual Property so conveyed. No Southwest Malvern Entity is in Default under any of its Intellectual Property licenseslicenses in any material respect. No To Malvern’s Knowledge, no proceedings have been instituted, or are pending or to the Knowledge of Southwest threatened, threatened which challenge the rights of any Southwest Malvern Entity with respect to Intellectual Property used, sold or licensed by such Southwest Malvern Entity in the course of its business, nor has any person claimed or alleged to any Malvern Entity any violation of their rights with respect to such Intellectual Property. The To Malvern’s Knowledge, the conduct of the business of the Southwest Malvern Entities and the use of any Intellectual Property by Southwest Malvern and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other personPerson. No Person has asserted to Southwest Malvern in writing that Southwest Malvern or any 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 Southwest Malvern 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 trademarks set forth on Section 4.13(a) of the Southwest Disclosure Memorandum (“Southwest Trademarks”) will be transferred to Xxxxxxx in connection with the transactions contemplated by this Agreement . At and after the Effective Time, the use of the “Malvern Bank” trademark and trade name in the present possession of any Malvern Entity shall be transferred to First Bank in connection with the Merger and no Person besides Xxxxxxx First Bank (or another First Bank Entity, if applicable) shall have right and title to the Southwest Trademarkssuch “Malvern Bank” trademark and trade name. All of the Southwest Entities’ The Malvern Bank’s right to the use of and title to the name of Southwest Trademarks “Malvern Bank” will not be transferred to Xxxxxxx in connection with the completion adversely impacted by consummation of the transactions contemplated by this Agreement.