Common use of Proceedings, Etc Clause in Contracts

Proceedings, Etc. (a) Neither Bankshares nor any of the Bankshares Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Bankshares or any of the Bankshares Subsidiaries, threatened, judicial, administrative, arbitral or other proceedings, claims, actions, causes of action or governmental investigations against Bankshares or any of the Bankshares Subsidiaries challenging the validity of the transactions contemplated by this Agreement. There is no proceeding, claim, action or governmental investigation pending or, to the Knowledge of Bankshares or any of the Bankshares Subsidiaries, threatened against Bankshares or any of the Bankshares Subsidiaries; no judgment, decree, injunction, rule or order of Governmental Entity or arbitrator is outstanding against Bankshares or any of the Bankshares Subsidiaries which has had, or is reasonably likely to have, a Material Adverse Effect on Bankshares; there is no default (or an event which, with notice or lapse of time, or both, would constitute a default) by Bankshares or any of the Bankshares Subsidiaries under any contract or agreement to which any of them is a party which has had, or is reasonably likely to have, a Material Adverse Effect on Bankshares; and, neither Bankshares nor any of the Bankshares Subsidiaries is a party to any agreement, order or memorandum in writing by or with any Regulatory Authority restricting the operations of Bankshares or any of the Bankshares Subsidiaries, and neither Bankshares nor any of the Bankshares Subsidiaries has been advised by any Regulatory Authority that any such Regulatory Authority is contemplating issuing or requesting the issuance of any such order or memorandum in the future. (b) There are no actions, suits, claims, proceedings or investigations of any kind pending or, to Bankshares’ Knowledge, threatened against any of the directors or officers of Bankshares or any of the Bankshares Subsidiaries in their capacities as such, and no director or officer of Bankshares or any of the Bankshares Subsidiaries currently is being indemnified or seeking to be indemnified by Bankshares or any of the Bankshares Subsidiaries pursuant to applicable law or their governing documents. ​ ​ ​ ​ ​