By CSC. CSC may upon notice to Sears terminate a Transaction Document if, and only if, (i) Sears fails to pay Charges in accordance with this Agreement; subject to Sears’ rights under Section 14.4 (Disputed Charges) (ii) CSC provides Sears with a notice of such failure in accordance with Section 26.3 (Notices), and (iii) such amount remains unpaid for at least thirty (30) days after such notice is received by Sears.
By CSC. CSC represents, warrants and covenants (as to future performance) to Sears (on its behalf and on behalf of the Eligible Recipients) as follows: Table of Contents
By CSC. (a) CSC represents, warrants, and covenants that it is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada; that it has all the requisite corporate power and authority to execute, deliver, and perform this Agreement; that it has duly authorized execution, delivery, and performance of this Agreement; it has and shall maintain any governmental license, authorization, or qualification required for it to perform this Agreement; no approval, authorization or consent of any governmental or regulatory authority is required to be obtained for it to execute, deliver, and perform this Agreement; and to its knowledge, there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a material adverse effect on the parties' ability to fulfill their respective obligations under this Agreement.
By CSC. This Test Agreement may not be assigned or transferred in whole or in part by CSC; provided, however, notwithstanding the foregoing, CSC may transfer or assign this Test Agreement to any parent, subsidiary, affiliate or any entity which acquires a majority ownership interest in CSC or any of its subsidiaries or affiliates, provided such assignee assumes the obligations of CSC under this Test Agreement and provided further that no such assignment shall relieve CSC of its obligations hereunder.
By CSC. CSC shall defend, indemnify and hold RMCF and its affiliates, directors, officers, employees, and agents (the “RMCF Parties”) harmless from and against any liabilities, losses, claims, suits, demands, damages, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses), (i) arising out of or otherwise relating to any claims of third parties, including Test Franchisees, against any of the RMCF Parties relating to a breach by CSC of any warranty, representation, term or condition made or agreed to by CSC hereunder or alleging intellectual property infringement, unfair competition or infringement of other similar proprietary rights, or (ii) arising out of the use by RMCF or Test Franchisees of the CSC Marks or the CSC System in accordance with the terms of this Test Agreement.
