Common use of Litigation and Pending Proceedings Clause in Contracts

Litigation and Pending Proceedings. (a) Except as set forth in the Disclosure Schedule, there are no claims, actions, suits, proceedings, arbitrations, mediations or investigations pending or, to the best knowledge of Shelby County, SCSB and the Subsidiaries after due inquiry, threatened in any court or before any government agency or authority, arbitration panel, mediator or otherwise (nor does Shelby County, SCSB or either of the Subsidiaries have any knowledge of a basis for any claim, action, suit, proceeding, litigation, arbitration, mediation or investigation) against, by or affecting Shelby County, SCSB or either of the Subsidiaries which could have a material adverse effect on the financial condition, results of operations, business, assets or capital of Shelby County or SCSB, whether individually or on a consolidated basis, or Shelby Group or First Tier on a consolidated basis with Shelby County, or which would prevent the performance of this Agreement, declare the same unlawful or cause the rescission hereof. (b) Neither Shelby County, SCSB nor either of the Subsidiaries is (i) subject to any outstanding judgment, order, writ, injunction or decree of any court, arbitration panel or governmental agency or authority, (ii) presently charged with or under governmental investigation with respect to any actual or alleged violations of any law, statute, rule, regulation or ordinance, or (iii) the subject of any pending or, to the best knowledge of Shelby County, SCSB and the Subsidiaries, threatened proceeding by any government regulatory agency or authority having jurisdiction over their respective businesses, properties or operations.