Common use of Prohibitions, Restrictions and Litigation Clause in Contracts

Prohibitions, Restrictions and Litigation. On such Closing Date, there shall be no Official Action outstanding, and no proceeding or other litigation shall be pending by any other Person, against any of the applicable Acquiring Entities which prohibits or restricts, challenges or reasonably may be expected to give rise to a material challenge to, consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement with respect to such Closing or which claims (or reasonably may be expected to give rise to a claim of) damages as a result of the consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement or otherwise have a material adverse effect on the Business subsequent to such Closing.

Prohibitions, Restrictions and Litigation. On such Closing Date, there shall be no Official Action outstanding, and no proceeding or other litigation shall be pending by any other Person, against any of the applicable Acquiring Selling Entities which prohibits or restricts, challenges or reasonably may be expected to give rise to a material challenge to, to consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement with respect to such Closing or which claims (or reasonably may be expected to give rise to a claim of) damages as a result of the consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement or otherwise have a material adverse effect on the Business Intergraph subsequent to such Closing.

Prohibitions, Restrictions and Litigation. On such Closing Date, ----------------------------------------- there shall be no Official Action outstanding, and no proceeding or other litigation shall be pending by any other Person, against any of the applicable Acquiring Entities which prohibits or restricts, challenges or reasonably may be expected to give rise to a material challenge to, consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement with respect to such Closing or which claims (or reasonably may be expected to give rise to a claim of) damages as a result of the consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement or otherwise have a material adverse effect on the Business subsequent to such Closing.

Prohibitions, Restrictions and Litigation. On such Closing the Effective Date, there shall be no Official Action outstanding, and no proceeding or other litigation shall be pending by any other Person, against On-Line or the Service Corps or any of the applicable Acquiring Entities other parties participating in the Closing which prohibits or restricts, challenges or reasonably may be expected to give rise to a material challenge to, to consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement with respect to such the Closing or which claims (or reasonably may be expected to give rise to a claim of) damages as a result of the consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement or otherwise have a material adverse effect on the Business Selling Entities subsequent to such the Closing.

Prohibitions, Restrictions and Litigation. On such Closing Date, ----------------------------------------- there shall be no Official Action outstanding, and no proceeding or other litigation shall be pending by any other Person, against any of the applicable Acquiring Selling Entities which prohibits or restricts, challenges or reasonably may be expected to give rise to a material challenge to, to consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement with respect to such Closing or which claims (or reasonably may be expected to give rise to a claim of) damages as a result of the consummation of the transactions contemplated by this Agreement and any applicable Closing Agreement or otherwise have a material adverse effect on the Business Intergraph subsequent to such Closing.