Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. (a) Each Veritex 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 used or held for use to carry on the business of such Veritex Entity as it is currently conducted. To the extent a Veritex Entity engages in the sale or licensing to a third party of any Intellectual Property in connection with its business operations, such Veritex Entity is the owner of or has a license, with the right to sublicense, such Intellectual Property as such Intellectual Property is sold or licensed in the conduct of its business. No Veritex Entity is in Default under any material Contract pursuant to which it licenses Intellectual Property. Since January 1, 2015, no proceedings have been instituted, or are pending or to the Knowledge of Veritex threatened, which challenge the rights of any Veritex Entity with respect to Intellectual Property used, sold or licensed by such Veritex Entity in the course of its business, nor has any person claimed or alleged any rights to such Intellectual Property owned or purported to be owned by a Veritex Entity. To the Knowledge of Veritex, the conduct of the business of each Veritex Entity, including any Veritex Entity’s use of any Intellectual Property used or held for use by such Veritex Entity does not infringe, misappropriate, dilute or otherwise violate the Intellectual Property rights of any other Person. Since January 1, 2015, no Veritex Entity has received any written notice from any Person (i) alleging that any Veritex Entity has infringed, misappropriated, diluted or otherwise violated the Intellectual Property rights of such Person or (ii) challenging the scope, validity, enforceability, registrability, use or ownership of any Intellectual Property owned or purported to be owned by any Veritex Entity.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Green Bancorp, Inc.), Agreement and Plan of Reorganization (Veritex Holdings, Inc.)

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Intellectual Property; Privacy. (a) Each Veritex Green 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 used or held for use to carry on the business of such Veritex Green Entity as it is currently conducted. To the extent a Veritex Green Entity engages in the sale or licensing to a third party of any Intellectual Property in connection with its business operations, such Veritex Green Entity is the owner of or has a license, with the right to sublicense, such Intellectual Property as such Intellectual Property is sold or licensed in the conduct of its business. No Veritex Green Entity is in Default under any material Contract pursuant to which it licenses Intellectual Property. Since January 1, 2015, no proceedings have been instituted, or are pending or to the Knowledge of Veritex Green threatened, which challenge the rights of any Veritex Green Entity with respect to Intellectual Property used, sold or licensed by such Veritex Green Entity in the course of its business, nor has any person claimed or alleged any rights to any such Intellectual Property owned or purported to be owned by a Veritex Green Entity. To the Knowledge of VeritexGreen, the conduct of the business of each Veritex Green Entity, including any Veritex Green Entity’s use of any Intellectual Property used or held for use by such Veritex Entity Green Entity, does not infringe, misappropriate, dilute or otherwise violate the Intellectual Property rights of any other Person. Since January 1, 2015, no Veritex Green Entity has received any written notice from any Person (i) alleging that any Veritex Green Entity has infringed, misappropriated, diluted or otherwise violated the Intellectual Property rights of such Person or (ii) challenging the scope, validity, enforceability, registrability, use or ownership of any Intellectual Property owned or purported to be owned by any Veritex Green Entity.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.), Agreement and Plan of Reorganization (Green Bancorp, Inc.)

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