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.