Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.” (b) The Company and each Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the use of the Intellectual Property in the conduct of its business as presently conducted. Neither the Company nor any Company Subsidiary has received any notice (whether written or, to the Knowledge of the Company or any Company Subsidiary, oral) alleging that the Company or any Company Subsidiary has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge of the Company and the Company Subsidiaries, none of the Company or any Company Subsidiary has committed any such violation or infringement. To the Knowledge of the Company or any Company Subsidiary, there are no facts or circumstances that, upon consummation of the transactions contemplated hereby, would cause the Company or any Company Subsidiary to be in any way more restricted in its use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company or a Company Subsidiary is a party or by which it is bound, or that use of such Intellectual Property by the Bank will, as a result of such consummation, violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary to liability of any kind, under any such contract. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company Subsidiaries. To the Knowledge of the Company and the Company Subsidiaries, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge of the Company and the Company Subsidiaries, no Person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge of the Company and the Company Subsidiaries, except for “off the shelf” software licensed by the Company or the Company Subsidiaries in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.” (b) The Company and each Company Subsidiary or the Bank has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the Bank to use of the Intellectual Property in the conduct of its business as presently conducted. Neither the Company nor any Company Subsidiary the Bank has received any notice (whether written or, to the Knowledge of the Company or any Company Subsidiaryand the Bank, oral) alleging that the Company or any Company Subsidiary has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge of the Company and the Company Subsidiaries, none of the Company or any Company Subsidiary has committed any such violation or infringement. To the Knowledge of the Company or any Company Subsidiarythe Bank, there are no facts or circumstances that, upon consummation of the transactions contemplated hereby, would cause the Company or any Company Subsidiary to be in any way more restricted in its use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company or a Company Subsidiary is a party or by which it is bound, or that use of such Intellectual Property by the Bank will, as a result of such consummation, violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary to liability of any kind, under any such contract. (c) The Company or a Company Subsidiary the Bank has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries Bank to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries Bank in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company SubsidiariesBank. To the Knowledge of the Company and the Company SubsidiariesBank, the IT Assets do not contain any worms, viruses, bugs, faults viruses or other devices or effects bugs that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge of the Company and the Company Subsidiaries, no Person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries Bank have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge of the Company and the Company SubsidiariesBank, except for “off the shelf” software licensed by the Company or the Company Subsidiaries Bank in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary or the Bank requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.” (b) The Company and each Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the use of the Intellectual Property in the conduct of its business as presently conducted. Neither Except as disclosed on Schedule 2.22(b), neither the Company nor any Company Subsidiary has received any notice (whether written or, to the Knowledge of the Company or any Company Subsidiary, oral) alleging that the Company or any Company Subsidiary has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge of the Company and the Company Subsidiaries, none of the Company or any Company Subsidiary has committed any such violation or infringement. To the Knowledge of the Company or any Company Subsidiary, there are no facts or circumstances that, upon consummation of the transactions contemplated hereby, would cause the Company or any Company Subsidiary to be in any way more restricted in its use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company or a Company Subsidiary is a party or by which it is bound, or that use of such Intellectual Property by the Bank Company or a Company Subsidiary will, as a result of such consummation, violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary to liability of any kind, under any such contract. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company Subsidiaries. To the Knowledge of the Company and the Company Subsidiaries, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge of the Company and the Company Subsidiaries, no Person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge of the Company and the Company Subsidiaries, except for “off the shelf” software licensed by the Company or the Company Subsidiaries in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Schedule 2.22(a) 2.23 sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company Company, the Bank or a Company the Bank Subsidiary, or used in or necessary to conduct the Company’s, the Bank’s or a Company the Bank Subsidiary’s business as presently conducted. The items on Schedule 2.22(a)2.23, together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Company, the Bank and the Bank Subsidiary, constitute the “Intellectual Property.” (b) The Company and each Company Company, the Bank or the Bank Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the Bank to use of the Intellectual Property in the conduct of its business as presently conducted. Neither the Company nor any Company Subsidiary the Bank has received any notice (whether written or, to the Knowledge knowledge of the Company or any Company Subsidiaryand the Bank, oral) alleging that the Company Company, the Bank or any Company the Bank Subsidiary has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge knowledge of the Company and the Company SubsidiariesBank, none of the Company Company, the Bank or any Company the Bank Subsidiary has committed any such violation or infringement. To the Knowledge knowledge of the Company or any Company Subsidiarythe Bank, there are no facts or circumstances that, upon consummation of the transactions contemplated hereby, would cause the Company Company, the Bank or any Company the Bank Subsidiary to be in any way more restricted in its use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company Company, the Bank or a Company the Bank Subsidiary is a party or by which it is bound, or that use of such Intellectual Property by the Bank will, as a result of such consummation, violate or infringe the rights of any Person, or subject ParentWintrust, the Company a Company Company, the Bank or the Bank Subsidiary to liability of any kind, under any such contract. (c) The Company Company, the Bank or a Company the Bank Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company Company, the Bank and the Company Subsidiaries Bank Subsidiary to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company Company, the Bank and the Company Subsidiaries Bank Subsidiary in connection with their respective businesses, and have not materially malfunctioned or failed within the past three (3) years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company Company, the Bank or the Company SubsidiariesBank Subsidiary. To the Knowledge knowledge of the Company Company, the Bank and the Company SubsidiariesBank Subsidiary, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge knowledge of the Company Company, the Bank and the Company SubsidiariesBank Subsidiary, no Person has gained unauthorized access to the IT Assets. The Company Company, the Bank and the Company Subsidiaries Bank Subsidiary have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge knowledge of the Company Company, the Bank and the Company SubsidiariesBank Subsidiary, except for “off the shelf” software licensed by the Company Company, the Bank or the Company Subsidiaries Bank Subsidiary in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Attached hereto as Schedule 2.22(a2.17 (a) sets forth is a complete and correct list of all material (i) domestic and foreign registered trademarks, trademarks and service marks, domain names, registered copyrights and patents; , (ii) applications for registration or grant of any of the foregoing; , (iii) unregistered trademarks, service marks, trade names, logos and assumed names; , (iv) computer software (including custom developed software), and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the business of the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a2.17(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software (including custom developed software), licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses business of the Company or of a Company Subsidiary, constitute the “"Intellectual Property.”" (b) The Except as set forth in Schedule 2.17(b), the Company and each Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the use of the Intellectual Property in the conduct of its business as presently conducted. Neither the The Company nor any Company Subsidiary has received any notice (whether written or, to the Knowledge of the Company or any Company Subsidiary, oral) alleging that the Company or any Company Subsidiary has not infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and others except to the Knowledge of extent any infringement or violation that is not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect. Neither the Company and nor the Company Subsidiaries, none Shareholders has received written notice of the Company or any Company Subsidiary has committed claim respecting any such violation or infringement. To Other than as set forth in Schedule 2.17(b), to the Knowledge knowledge of each of the Company or any Company SubsidiaryShareholders, there are is no facts or circumstances that, reason to believe that upon consummation of the transactions contemplated hereby, would cause hereby the Company or any Company Subsidiary to will be in any way more restricted than as of the date hereof in its the use of any of the Intellectual Property than it was on the date hereof under any Applicable Law, contract to which the Company or a Company Subsidiary is a party or by which it is boundotherwise, or that use of such Intellectual Property by the Bank will, Company will as a result of such consummation, consummation violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary to liability of any kind, under any such contractApplicable Law, contract or otherwise. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company Subsidiaries. To the Knowledge of the Company and the Company Subsidiaries, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge of the Company and the Company Subsidiaries, no Person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge of the Company and the Company Subsidiaries, except for “off the shelf” software licensed by the Company or the Company Subsidiaries in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Attached as Schedule 2.22(a) 4.30 is a Schedule of Intellectual Property, which sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by LB or for the benefit of the Company or a Company Subsidiary, LSB or used in or necessary to conduct the CompanyLB’s or a Company SubsidiaryLSB’s business businesses as presently conducted. The items on Schedule 2.22(a)4.30, together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, LB and LSB constitute the “Intellectual Property.” (b) The Company and each Company Subsidiary LB or LSB, as applicable, has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the LB and LSB to use of the Intellectual Property in the conduct of its business their respective businesses as presently conducted. Neither the Company LB nor any Company Subsidiary LSB has received any notice (whether written or, to the Knowledge knowledge of the Company LB or any Company SubsidiaryLSB, oral) alleging that the Company LB or any Company Subsidiary LSB has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge of the Company and the Company SubsidiariesLB’s or LSB’s knowledge, none of the Company or any Company Subsidiary it has not committed any such violation or infringement. To the Knowledge knowledge of the Company LB or any Company SubsidiaryLSB, there are no facts or circumstances that, upon consummation of the transactions contemplated hereby, would cause the Company LB or any Company Subsidiary LSB to be in any way more restricted in its their respective use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company LB or a Company Subsidiary LSB is a party or by which it is bound, or that use of such Intellectual Property by the Bank LB or LSB will, as a result of such consummation, violate or infringe the rights of any Personperson, or subject Parent, the Company a Company Subsidiary PUB or BAF to liability of any kind, under any such contract. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries LB or LSB in connection with their respective businesses, and have not materially malfunctioned or failed within the past three (3) years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company LB or the Company SubsidiariesLSB. To the Knowledge knowledge of the Company and the Company SubsidiariesLB or LSB, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person person or entity to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge knowledge of LB or LSB, in the Company and the Company Subsidiaries, last three years no Person person or entity has gained unauthorized access to the IT Assets. The Company LB and the Company Subsidiaries LSB have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge knowledge of the Company LB or LSB and the Company Subsidiaries, except for “off the shelf” software licensed by the Company LB or the Company Subsidiaries LSB in the Ordinary Course ordinary course of Businessbusiness, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Attached hereto as Schedule 2.22(a4.17 (a) sets forth is a complete and correct list of all material (i) domestic and foreign registered trademarks, trademarks and service marks, domain names, registered copyrights and patents; , (ii) applications for registration or grant of any of the foregoing; , (iii) unregistered trademarks, service marks, trade names, logos and assumed names; , and (iv) except for Fund Counselor and Allocation Manager license agreements, licenses for any of the foregoing, in each case, owned by or for the benefit any of the Company or a Company Subsidiary, Companies or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conductedof any of the Companies. The items on Schedule 2.22(a4.17(a), together with all other material trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses business of any of the Company or of a Company Subsidiary, Companies constitute the “"Company Intellectual Property.”" (b) The Company and Except as set forth in Schedule 4.17(b), each Company Subsidiary of the Companies has ownership of, or such other rights by license, lease or other agreement in and to, the Company Intellectual Property as is necessary to permit the use of the Intellectual Property in the conduct of its business as presently conducted. Neither the Company nor any Company Subsidiary has received any notice (whether written or, to To the Knowledge of the Company or any Company SubsidiaryCompany, oral) alleging that the Company or any Company Subsidiary has Companies have not infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge . None of the Company and the Company Subsidiaries, none Companies has received notice of the Company or any Company Subsidiary has committed claim respecting any such violation or infringement. To the Knowledge of Except as set forth on Schedule 4.17(b), the Company or any Company Subsidiary, there are has no facts or circumstances that, reason to believe that upon consummation of the transactions contemplated hereby, would cause the Company hereby Buyer or any Company Subsidiary to of its Affiliates will be in any way more restricted in its the use of any of the Company Intellectual Property than it was on the date hereof under any Applicable Law, contract to which the Company or a Company Subsidiary is a party or by which it is boundotherwise, or that use of such Company Intellectual Property by the Bank will, as a result Buyer or any of such consummation, its Affiliates will violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary any of Buyer or its Affiliates to liability of any kind, under any such contractApplicable Law, contract or otherwise. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company Subsidiaries. To the Knowledge of the Company and the Company Subsidiaries, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge of the Company and the Company Subsidiaries, no Person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge of the Company and the Company Subsidiaries, except for “off the shelf” software licensed by the Company or the Company Subsidiaries in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Attached hereto as Schedule 2.22(a) sets forth 3.22 is a complete and correct list of all material (i) domestic and foreign registered trademarks, trademarks and service marks, domain names, registered copyrights and patents; , (ii) applications for registration or grant of any of the foregoing; , (iii) unregistered trademarks, service marks, trade names, logos and assumed names; , and (iv) computer applications, programs and software, and (v) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a)3.22, together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer applications, programs and software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “"Intellectual Property.”" (b) The Company and each Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the use of the Intellectual Property in the conduct of its business as presently conductedconducted all of which is set forth on Schedule 3.22. Neither To Sellers' Knowledge, the Company nor any Company Subsidiary has received any notice (whether written or, to the Knowledge of the Company or any Company Subsidiary, oral) alleging that the Company or any Company Subsidiary has not infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and except to the Knowledge extent that any infringement or violation is not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect on the Company. The Company has not received written notice of the Company and the Company Subsidiaries, none of the Company or any Company Subsidiary has committed claim respecting any such violation or infringement. To the Knowledge of the Company or any Company SubsidiaryOther than as set forth in Schedule 3.22, to Sellers' Knowledge, there are is no facts or circumstances that, reason to believe that upon consummation of the transactions contemplated hereby, would cause hereby the Company or any Company Subsidiary to will be in any way more restricted than as of the date hereof in its the use of any of the Intellectual Property than it was on the date hereof under any applicable Legal Requirement, contract to which the Company or a Company Subsidiary is a party or by which it is boundotherwise, or that use of such Intellectual Property by the Bank will, Company will as a result of such consummation, consummation violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary to liability of any kind, under any such contractapplicable Legal Requirement or otherwise. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company Subsidiaries. To the Knowledge of the Company and the Company Subsidiaries, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge of the Company and the Company Subsidiaries, no Person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge of the Company and the Company Subsidiaries, except for “off the shelf” software licensed by the Company or the Company Subsidiaries in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Schedule 2.22(a) 3.21 sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, the Bank or used in or necessary material to the conduct of the Company’s or a Company Subsidiarythe Bank’s business as presently conducted. The items on Schedule 2.22(a)3.21, together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses business of the Company or of a Company Subsidiary, constitute the “Intellectual Property.” (b) The Except as set forth on Schedule 3.21, the Company and each Company Subsidiary or the Bank has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the Company and the Bank to use of the Intellectual Property in the conduct of its business their respective businesses as presently conductedconducted in all material respects. Neither the Company nor any Company Subsidiary the Bank has received any notice (whether written or, to the Knowledge knowledge of the Company or any Company SubsidiaryCompany, oral) alleging that the Company or any Company Subsidiary the Bank has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge knowledge of the Company and the Company SubsidiariesCompany, none of the Company or any Company Subsidiary it has not committed any such violation or infringement. To Except as set forth on Schedule 3.21, to the Knowledge knowledge of the Company or any Company SubsidiaryCompany, there are is no facts or circumstances reason to believe that, upon consummation of the transactions contemplated hereby, would cause the Company or any Company Subsidiary to the Bank will be in any way more restricted in its use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company or a Company Subsidiary the Bank is a party or by which it is bound, or that use of such Intellectual Property by the Company or the Bank will, as a result of such consummation, violate or infringe the rights of any Personperson, or subject ParentBuyer, the Company a Company Subsidiary or the Bank to material liability of any kind, under any such contract. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries Bank in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company SubsidiariesBank. To the Knowledge knowledge of the Company and or the Company SubsidiariesBank, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person person or entity to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge knowledge of the Company and the Company SubsidiariesCompany, no Person person or entity has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries Bank have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge knowledge of the Company and the Company Subsidiaries, except for “off the shelf” software licensed by the Company or the Company Subsidiaries Bank in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.

Technology and Intellectual Property. (a) Company Disclosure Schedule 2.22(a3.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Company Disclosure Schedule 2.22(a3.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.” (b) The Company and each Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the use of the Intellectual Property in the conduct of its business as presently conducted. Neither Since January 1, 2015, neither the Company nor any Company Subsidiary has received any notice (whether written or, to the Knowledge of the Company or any Company Subsidiary, oral) alleging that the Company or any Company Subsidiary has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge of the Company and the Company Subsidiaries, none of the Company or any Company Subsidiary has committed any such violation or infringement. To the Knowledge of the Company or any Company Subsidiary, there are no facts or circumstances that, upon consummation of the transactions contemplated hereby, would cause the Company or any Company Subsidiary to be in any way more restricted in its use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company or a Company Subsidiary is a party or by which it is bound, or that use of such Intellectual Property by the Bank will, as a result of such consummation, violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary to liability of any kind, under any such contract. (c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the IT Assets as is necessary to permit the Company and the Company Subsidiaries to use the IT Assets in the conduct of their respective businesses as presently conducted. The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and the Company Subsidiaries in connection with their respective businesses, and have not materially malfunctioned or failed within the past three years. “IT Assets” means the computers, computer software, firmware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, owned or leased by the Company or the Company Subsidiaries. To the Knowledge of the Company and the Company Subsidiaries, the IT Assets do not contain any worms, viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in its documentation. To the Knowledge of the Company and the Company Subsidiaries, no Person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries have implemented reasonable back-up and disaster recovery technology consistent with industry practices. To the Knowledge of the Company and the Company Subsidiaries, except for “off the shelf” software licensed by the Company or the Company Subsidiaries in the Ordinary Course of Business, none of the IT Assets contains any shareware, open source code, or other software the use of which by the Company to any Company Subsidiary requires disclosure or licensing of any intellectual property.