FILES A
PETITION FOR BANKRUPTCY OR IS ADJUDICATED BANKRUPT; (II) A PETITION IN
BANKRUPTCY IS FILED AGAINST COMPANY AND SUCH PETITION IS NOT DISMISSED WITHIN
NINETY (90) CALENDAR DAYS; (III) COMPANY BECOMES INSOLVENT OR MAKES AN
ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS OR AN ARRANGEMENT FOR ITS CREDITORS
PURSUANT TO ANY BANKRUPTCY LAW; (IV) COMPANY DISCONTINUES THE BUSINESS THAT IS
COVERED BY THIS AGREEMENT; (V) A RECEIVER IS APPOINTED FOR COMPANY OR ITS
BUSINESS; OR (VI) COMPANY IS IN MATERIAL BREACH OF ANY OF THE TERMS OR
CONDITIONS SET FORTH HEREIN, WHICH BREACH REMAINS UNCURED THIRTY (30) DAYS AFTER
WRITTEN NOTICE THEREOF FROM HSW; PROVIDED, HOWEVER, THAT (I) SUCH MATERIAL
BREACH WAS NOT CAUSED BY ANY ACTION OR INACTION OF HSW, AND (II) HSW DID NOT
PREVENT OR LIMIT COMPANY'S ATTEMPTS TO CURE SUCH BREACH. NOTWITHSTANDING THE
FOREGOING, UNLESS SUCH EXTENSION PERIOD WOULD CREATE A RISK OF A BREACH BY HSW
UNDER ANY THIRD PARTY LICENSE, IF COMPANY IS USING COMMERCIALLY REASONABLE
EFFORTS TO CURE A MATERIAL BREACH BUT IS UNABLE TO DO SO WITHIN THIRTY (30)
DAYS, THEN THE CURE PERIOD WILL BE EXTENDED FOR AN ADDITIONAL SIXTY (60) DAYS SO
LONG AS COMPANY CONTINUES TO USE COMMERCIALLY REASONABLE EFFORTS TO CURE THE
BREACH.
9.2
EFFECT OF TERMINATION.
UPON ANY
TERMINATION OF THE LICENSES GRANTED IN SECTION 2.2, (I) ALL RIGHTS GRANTED TO
COMPANY THEREUNDER SHALL AUTOMATICALLY AND IMMEDIATELY TERMINATE, (II) COMPANY
SHALL CEASE ALL USE OF THE PURCHASED UPDATES; AND (III) COMPANY SHALL RETURN OR
DESTROY ALL COPIES OF THE PURCHASED UPDATES IN ITS POSSESSION OR CONTROL,
REGARDLESS OF THE FORM OR MEDIA. SUBJECT TO SECTION 2.3, ANY TERMINATION OF THE
LICENSES SET FORTH IN SECTION 2.2 SHALL NOT AFFECT COMPANY'S RIGHTS UNDER
SECTION 2.1 IN RESPECT OF THE CONTRIBUTED UPDATES. ANY TERMINATION OF THE
LICENSES GRANTED IN SECTION 2.2 SHALL NOT (A) WAIVE OR OTHERWISE ADVERSELY
EFFECT ANY OTHER RIGHTS OR REMEDIES THE TERMINATING PARTY MAY HAVE AT LAW OR IN
EQUITY, OR (B) AFFECT ANY TERMS AND CONDITIONS WHICH BY THEIR NATURE SHOULD
SURVIVE TERMINATION, INCLUDING CLIENT'S OBLIGATIONS TO PAY ALL ACCRUED BUT
UNPAID UPDATE FEES.
10.
MISCELLANEOUS
10.1
ASSIGNMENT.
COMPANY SHALL HAVE THE RIGHT TO
ASSIGN ITS LICENSE RIGHTS UNDER SECTION 2.1 WITH RESPECT TO THE CONTRIBUTED
UPDATES (EXCEPT AS LIMITED AND RESTRICTED BY SECTION 2.3). EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH HEREIN, COMPANY SHALL NOT ASSIGN THE LICENSES GRANTED IN
SECTION 2.2, INCLUDING ANY OF ITS RIGHTS OR OBLIGATIONS IN CONNECTION THEREWITH,
IN WHOLE OR IN PART, BY OPERATION OR LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN
CONSENT OF HSW. COMPANY AGREES THAT ANY SUBLICENSES OR ASSIGNMENTS OF ITS RIGHTS
HEREUNDER GRANTED BY COMPANY WILL BE SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN.
10.2
INJUNCTIVE RELIEF.
COMPANY ACKNOWLEDGES THAT
COMPANY'S MATERIAL BREACH OF ARTICLES 2, 3 OR 6 WOULD RESULT IN IRREPARABLE
INJURY TO HSW, AND THEREFORE IN THE EVENT OF AN ACTUAL OR THREATENED BREACH, HSW
SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO SEEK AN
INJUNCTION