Common use of Certain Litigation Clause in Contracts

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB is reasonably expected by SWGB, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGB) under SWGB’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB SWBS or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB SWBS shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB SWBS shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB SWBS is reasonably expected by SWGBSWBS, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBSWBS) under SWGBSWBS’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB FFB or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB FFB shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB FFB shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB FFB is reasonably expected by SWGBFFB, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBFFB) under SWGBFFB’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB PCB or the board of directors of FBMS BFC related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB PCB shall: (i) permit FBMS BFC to review and discuss in advance, and consider in good faith the views of FBMS BFC in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMSBFC’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS BFC regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMSBFC’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB PCB shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS BFC (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB PCB is reasonably expected by SWGBPCB, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBPCB) under SWGBPCB’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB SSNF or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB SSNF shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s 's outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s 's advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB SSNF shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB SSNF is reasonably expected by SWGBSSNF, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBSSNF) under SWGB’s SSNF's existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB BBI or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB BBI shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB BBI shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB BBI is reasonably expected by SWGBBBI, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBBBI) under SWGBBBI’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB SCSG or the board of directors of FBMS CBAN related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB SCSG shall: (i) permit FBMS CBAN to review and discuss in advance, and consider in good faith the views of FBMS CBAN in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMSCBAN’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS CBAN regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMSCBAN’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB SCSG shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS CBAN (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB SCSG is reasonably expected by SWGBSCSG, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBSCSG) under SWGBSCSG’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB FPB or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB FPB shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB FPB shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB FPB is reasonably expected by SWGBFPB, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBFPB) under SWGBFPB’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB DBI or the board of directors of FBMS BFC related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB DBI shall: (i) permit FBMS BFC to review and discuss in advance, and consider in good faith the views of FBMS BFC in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMSBFC’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS BFC regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMSBFC’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB DBI shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS BFC (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB DBI is reasonably expected by SWGBDBI, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBDBI) under SWGBDBI’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB LBC or the board of directors of FBMS CBAN related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB LBC shall: (i) permit FBMS CBAN to review and discuss in advance, and consider in good faith the views of FBMS CBAN in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMSCBAN’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS CBAN regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMSCBAN’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB LBC shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS CBAN (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB LBC is reasonably expected by SWGBLBC, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBLBC) under SWGBLBC’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB HSBI or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB HSBI shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB HSBI shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB HSBI is reasonably expected by SWGBHSBI, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBHSBI) under SWGBHSBI’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB HTB or the board of directors of FBMS BFC related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB HTB shall: (i) permit FBMS BFC to review and discuss in advance, and consider in good faith the views of FBMS BFC in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMSBFC’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS BFC regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMSBFC’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB HTB shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS BFC (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB HTB is reasonably expected by SWGBHTB, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBHTB) under SWGBHTB’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party and/or the members of the board of directors of SWGB SSNF or the board of directors of FBMS related to this Agreement or the Merger and the other transactions contemplated by this Agreement. SWGB SSNF shall: (i) permit FBMS to review and discuss in advance, and consider in good faith the views of FBMS in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish FBMS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (iii) consult with FBMS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to FBMS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SWGB SSNF shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of FBMS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SWGB SSNF is reasonably expected by SWGBSSNF, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SWGBSSNF) under SWGBSSNF’s existing director and officer insurance policies, including any tail policy.