Intellectual Property; Privacy. (a) Section 3.27(a) of the Oakwood Disclosure Schedules contains a correct and complete list of all registered trademarks, registered service marks, trademark and service mark applications, trade names and registered copyrights presently owned or held by Oakwood or any of its Subsidiaries or used in a material manner by them in the conduct of their business under license pursuant to a material contract (the “Intellectual Property”). Oakwood and its Subsidiaries own or have the right to use and continue to use the Intellectual Property in the operation of their business. Neither Oakwood nor any of its Subsidiaries is, to Oakwood’s knowledge, infringing or violating any patent, copyright, trademark, service mark, label filing or trade name owned or otherwise held by any other party, nor has Oakwood or any of its Subsidiaries used any confidential information or any trade secrets owned or otherwise held by any other party, without holding a valid license for such use. (b) Neither Oakwood nor any of its Subsidiaries is engaging, nor has any been charged with engaging, in any kind of unfair or unlawful competition. Neither the execution, delivery or performance of this Agreement or the related documents nor the consummation of the transactions contemplated hereby or thereby will in any way impair the right of Oakwood or any of its Subsidiaries or the Continuing Corporation to use, sell, license or dispose of, or to bring any action for the infringement of, the Intellectual Property. (i) The computer, information technology and data processing systems, facilities and services used by Oakwood 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 respective businesses of Oakwood and each of 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 operation of the respective businesses of Oakwood and each of its Subsidiaries as currently conducted. To Oakwood’s knowledge, no third party or representative has gained unauthorized access to any Systems owned or controlled by Oakwood or its Subsidiaries, and Oakwood and each of its Subsidiaries has 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. Oakwood and each of its Subsidiaries has implemented backup and disaster recovery policies, procedures and systems consistent with generally accepted industry standards and sufficient to reasonably maintain the operation of the respective businesses of Oakwood and each of its Subsidiaries in all material respects. Oakwood and each of its Subsidiaries has implemented and maintained commercially reasonable measures and procedures designed to reasonably mitigate the risks of cybersecurity breaches and attacks.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)
Intellectual Property; Privacy. (a) Section 3.27(a) of the Oakwood Progressive Disclosure Schedules contains a correct and complete list of all registered trademarks, registered service marks, trademark and service mark applications, trade names and registered copyrights presently owned or held by Oakwood Progressive or any of its Subsidiaries or used in a material manner by them in the conduct of their business under license pursuant to a material contract (the “Intellectual Property”). Oakwood Progressive and its Subsidiaries own or have the right to use and continue to use the Intellectual Property in the operation of their business. Neither Oakwood Progressive nor any of its Subsidiaries is, to OakwoodProgressive’s knowledge, infringing or violating any patent, copyright, trademark, service mark, label filing or trade name owned or otherwise held by any other party, nor has Oakwood Progressive or any of its Subsidiaries used any confidential information or any trade secrets owned or otherwise held by any other party, without holding a valid license for such use.
(b) Neither Oakwood To Progressive’s knowledge, neither Progressive nor any of its Subsidiaries is engaging, nor has any been charged with engaging, in any kind of unfair or unlawful competition. Neither the execution, delivery or performance of this Agreement or the related documents nor the consummation of the transactions contemplated hereby or thereby will in any way impair the right of Oakwood Progressive or any of its Subsidiaries or the Continuing Corporation to use, sell, license or dispose of, or to bring any action for the infringement of, the Intellectual Property.
(i) The computer, information technology and data processing systems, facilities and services used by Oakwood Progressive 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 respective businesses of Oakwood Progressive and each of 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 operation of the respective businesses of Oakwood Progressive and each of its Subsidiaries as currently conducted. To OakwoodProgressive’s knowledge, no third party or representative has gained unauthorized access to any Systems owned or controlled by Oakwood Progressive or its Subsidiaries, and Oakwood Progressive and each of its Subsidiaries has 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. Oakwood Progressive and each of its Subsidiaries has implemented backup and disaster recovery policies, procedures and systems consistent with generally accepted industry standards and sufficient to reasonably maintain the operation of the respective businesses of Oakwood Progressive and each of its Subsidiaries in all material respects. Oakwood Progressive and each of its Subsidiaries has implemented and maintained commercially reasonable measures and procedures designed to reasonably mitigate the risks of cybersecurity breaches and attacks.
Appears in 2 contracts
Sources: Merger Agreement (Business First Bancshares, Inc.), Merger Agreement (Business First Bancshares, Inc.)