ANY CONTRACT PURCHASED BY US;
(II) THE DEFAULT OR VIOLATION OF ANY PROVISION OF A CONTRACT PURCHASED BY US OR
OTHER RELATED DOCUMENT BY ANY OBLIGOR THEREUNDER OR THE OCCURRENCE OF EVENT
WHICH WITH NOTICE OR THE PASSAGE OF TIME WOULD CONSTITUTE A DEFAULT UNDER ANY
CONTRACT PURCHASED BY US; (III) ANY AND ALL LITIGATION OF WHICH YOU HAVE
KNOWLEDGE CONCERNING YOU OR ANY OBLIGOR WHICH MIGHT REASONABLY BE CONSTRUED TO
AFFECT ADVERSELY OUR INTEREST IN A CONTRACT PURCHASED BY US OR THE PAYMENTS
UNDER THE CONTRACT; (IV) ANY MATTER WHICH MAY ADVERSELY AFFECT YOUR RIGHT TO
LICENSE, SUBLICENSE OR REL I TENSE, OR THE OBLIGOR'S RIGHTS AS LICENSEE OF ANY
SOFTWARE COVERED UNDER A CONTRACT PURCHASED BY US OR ANY OF OUR RIGHTS UNDER
THIS AGREEMENT;
7
(C)
PERMIT US REASONABLE ACCESS TO YOUR BOOKS
AND RECORDS AS THEY RELATE TO CONTRACTS PURCHASED BY US;
(D)
MAKE OR CAUSE TO BE MADE ALL FILINGS IN
RESPECT OF, AND PAY OR CAUSE TO BE PAID WHEN DUE, ALL TAXES, ASSESSMENTS, FINES,
FEES AND OTHER LIABILITIES (INCLUDING ALL TAXES AND OTHER CLAIMS IN RESPECT TO
THE CONTRACTS AND THE RELATED SOFTWARE), EXCEPT AND SO LONG AS (I) SUCH TAXES,
ASSESSMENTS, FINES, FEES AND OTHER LIABILITIES ARE CONTESTED IN GOOD FAITH, WITH
DUE DILIGENCE AND BY APPROPRIATE PROCEEDINGS; (II) A RESERVE THEREFORE HAS BEEN
ESTABLISHED AND IS BEING MAINTAINED AND SUCH RESERVE IS IN AN AMOUNT DETERMINED
TO BE ADEQUATE, UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, BY INDEPENDENT
ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING; AND (III) FAILURE TO PAY THE SAME
DOES NOT ADVERSELY AFFECT OUR RIGHTS UNDER THIS AGREEMENT OR UNDER A CONTRACT
PURCHASED BY US OR OUR INTEREST IN THE RELATED SOFTWARE;
(E)
NOT (I) CEASE TO ENGAGE IN SUBSTANTIALLY
THE SAME LINE OF BUSINESS IN WHICH YOU ARE ENGAGED ON THE DATE OF THIS
AGREEMENT, (II) CEASE TO ENGAGE IN THE DEVELOPMENT AND LICENSING OF SOFTWARE, OR
(III) SELL, TRANSFER OR CONVEY A SUBSTANTIAL PART OF YOUR ASSETS OR EFFECT OR BE
A PARTY TO ANY MERGER OR CONSOLIDATION UNLESS THE SAME SHALL NOT, IN OUR SOLE
DETERMINATION, ADVERSELY AFFECT YOUR FINANCIAL CONDITION OR CAPACITY OR YOUR
ABILITY TO PERFORM YOUR OBLIGATIONS UNDER CONTRACTS PURCHASED BY US OR WITH
RESPECT TO THE SOFTWARE COVERED BY SUCH CONTRACTS (ALL SUCH DETERMINATIONS SHALL
BE MADE NOT LATER THAN THIRTY (30) DAYS AFTER YOUR REQUEST THEREFOR, AND IF NOT
MADE BY US WITHIN SUCH TIME, SHALL BE DEEMED TO BE A DETERMINATION BY US OF NO
ADVERSE AFFECT);
(F)
PERFORM ALL YOUR OBLIGATIONS ARISING BY
CONTRACT OR IMPOSED BY APPLICABLE LAW, RULE OR REGULATION WITH RESPECT TO THE
CONTRACTS AND THE RELATED SOFTWARE, INCLUDING, WITHOUT LIMITATION, PROVIDING
MAINTENANCE AND SERVICE OF THE SOFTWARE IN ACCORDANCE WITH YOUR STANDARD
PRACTICE AND POLICY;
(G)
NOTIFY US AT LEAST TEN (10) DAYS PRIOR TO
YOUR (I) CHANGING THE LOCATION OF YOUR PRINCIPAL PLACE OF BUSINESS OR CHIEF
EXECUTIVE OFFICE OR (II) OPENING OR CLOSING ANY PLACES OF BUSINESS IN ANY
JURISDICTIONS WHERE SUCH OPENINGS OR CLOSINGS