NO CONTRACTUAL RIGHT TO CANCEL, TERMINATE OR SUSPEND PERFORMANCE UNDER THE
CONTRACT; AND
6
(R)
IF THE CONTRACT IS AN INTERNATIONAL
CONTRACT, (I) THE CONTRACT IS STRICTLY ENFORCEABLE BY US AGAINST THE
OBLIGOR(S) THEREUNDER IN JURISDICTION(S) IN WHICH THE OBLIGOR IS ORGANIZED AND
EXISTING AND IN WHICH THE SOFTWARE IS USED, (II) THE OBLIGOR IS SUBJECT TO THE
JURISDICTION OF COURTS IN THE UNITED STATES OF AMERICA, (III) A JUDGMENT OR
DECREE RENDERED AGAINST THE OBLIGOR-LICENSEE IN ANY SUCH UNITED STATES
JURISDICTION WILL BE CAPABLE OF BEING RECOGNIZED, ENFORCED AND EXECUTED UPON IN
ANY APPLICABLE JURISDICTION AGAINST SUCH OBLIGOR-LICENSEE, (IV) NEITHER
EXECUTION AND DELIVERY OF, PAYMENT OR PERFORMANCE OF, TRANSFER OF PAYMENTS
THEREUNDER TO THE UNITED STATES, NOR THE ASSIGNMENT OR ENFORCEMENT OF THE
CONTRACT, OR THE REMEDIES THEREUNDER OR REQUIRED HEREIN, DO OR SHALL REQUIRE ANY
GOVERNMENTAL CONSENTS, APPROVALS OR LICENSEES OR ARE SUBJECT TO ANY APPLICABLE
REQUISITIONS, RESTRICTIONS, TAXES, FINES, FEES OR IMPOSTS OF ANY KIND, UNLESS
ALL OF THE SAME HAVE BEEN PAID OR PROVIDED FOR PRIOR TO THE PURCHASE OF THE
CONTRACT BY US, AND (V) ALL PAYMENTS THEREUNDER SHALL BE NET OF ALL TAXES, FEES,
IMPOSTS OR GOVERNMENTAL CHARGES OF ANY KIND WITH RESPECT TO THE CONTRACT AND/OR
THE EXPORTATION OF PAYMENTS TO THE UNITED STATES, PROVIDED HOWEVER, THAT THE
CONTRACT SHALL NOT BE DEEMED INELIGIBLE IN CONNECTION WITH CLAUSES
(I)-(III) ABOVE UNLESS WE IN OUR SOLE DISCRETION DETERMINE THAT IT MAY BE
NECESSARY TO ENFORCE THE CONTRACT THROUGH JUDICIAL PROCEEDINGS IN ORDER TO
OBTAIN THE FULL BENEFITS AND PROTECTIONS PROVIDED UNDER THE CONTRACT.
6.
Covenants.
Until the termination of this Agreement and for as long as we hold any Contract
purchased under this Agreement, you agree that you will:
(A)
FURNISH TO US:
(I) AS SOON AS AVAILABLE,
BUT NOT LATER THAN SIXTY (60) DAYS AFTER THE END OF EACH QUARTER (EXCEPT THE
LAST) OF EACH FISCAL YEAR, QUARTERLY UNAUDITED FINANCIAL STATEMENTS CONCERNING
YOUR BUSINESS, PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES APPLIED ON A BASIS CONSISTENT WITH THAT OF THE PRECEDING FISCAL
QUARTER, PRESENTING FAIRLY YOUR FINANCIAL CONDITION AS AT THE END OF THAT
QUARTER AND CONTAINING SUCH DATA AS MAY BE REQUESTED BY US, AND CERTIFIED AS
TRUE AND CORRECT BY YOUR CHIEF FINANCIAL OFFICER; (II) AS SOON AS AVAILABLE, BUT
NOT LATER THAN ONE HUNDRED-TWENTY (120) DAYS AFTER THE END OF EACH FISCAL YEAR,
A COPY OF YOUR ANNUAL AUDIT REPORT FOR THAT YEAR, PREPARED IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A BASIS CONSISTENT WITH THAT
OF THE PRECEDING FISCAL YEAR AND PRESENTING FAIRLY YOUR FINANCIAL CONDITION AS
AT THE END OF THAT FISCAL YEAR AND THE RESULTS OF YOUR OPERATIONS FOR THE TWELVE
(12) MONTH PERIOD THEN ENDED AND SIGNED BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF RECOGNIZED STANDING OR OTHERWISE SATISFACTORY TO US; AND
(III) FROM TIME TO TIME ANY OTHER INFORMATION AS WE MAY REASONABLY REQUEST;
(B)
NOTIFY US PROMPTLY UPON YOUR LEARNING OF
(I) ANY CHANGE IN THE NAME OF THE OBLIGOR UNDER