Common use of Representations and Warranties Additional Covenants Clause in Contracts

Representations and Warranties Additional Covenants. A. RX Technology represents and warrants that: (i) RX Technology is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six Flags, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology will not offer or provide any Goods in or from the Concession or elsewhere in the Park, without the prior express written authorization of Six Flags. Any uncertainty with respect to the Goods which RX Technology is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX Technology's authority, and any reasonable interpretation of such authority by Six Flags shall be binding upon RX Technology; (vi) the Concession, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology shall promptly pay all bills and charges relating to the Concession in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession or the Park or both, RX Technology shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology fails to post such bond or collateral within the aforementioned time period, Six Flags may, without prejudice to any other right or remedy of Six Flags herein have the option to: (a) pay any such claim, xxxx or charge on RX Technology's behalf, and RX Technology shall reimburse Six Flags on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology shall give Six Flags written notice thereof promptly after the same becomes known to RX Technology, and RX Technology shall thereafter remedy the same with respect to the Facility or the Park or both; (viii) RX Technology Trademarks, and/or any advertising, promotion or publicity materials supplied Six Flags by RX Technology hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ix) Except as otherwise expressly permitted herein, RX Technology shall not have the right to use or permit the use of any of Six Flags' Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six Flags' prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six Flags. This Section shall survive the termination of the Agreement.

Representations and Warranties Additional Covenants. A. RX Technology represents and warrants that: (i) RX Technology is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six Flags, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology will not offer or provide any Goods Goods/Services in or from the Concession Ride Photo Shop or elsewhere in the Park, without the prior express written authorization of Six Flags. Any uncertainty with respect to the Goods Goods/Services which RX Technology is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX TechnologyRX's authority, and any reasonable interpretation of such authority by Six Flags shall be binding upon RX; (v) RX Technologyshall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to Six Flags; (vi) the ConcessionThe Ride Photo Shop, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology shall promptly pay all bills and charges relating to the Concession Ride Photo Shop in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession Ride Photo Shop or the Park or both, RX Technology shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology fails to post such bond or collateral within the aforementioned time period, Six Flags may, without prejudice to any other right or remedy of Six Flags herein have the option to: (a) pay any such claim, xxxx or charge on RX TechnologyRX's behalf, and RX Technology shall reimburse Six Flags on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology RX's Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology shall give Six Flags written notice thereof promptly after the same becomes known to RX TechnologyRX, and RX Technology shall thereafter remedy the same with respect to the Facility or the Park or both; (viii) RX Technology RX's Trademarks, and/or any advertising, promotion or publicity materials supplied Six Flags by RX Technology hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ix) Except as otherwise expressly permitted herein, RX Technology shall not have the right to use or permit the use of any of Six Flags' Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six Flags' prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six Flags. This Section shall survive the termination of the Agreement.

Representations and Warranties Additional Covenants. A. RX Technology Inc. represents and warrants that: (i) RX Technology Inc. is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology Inc. shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six FlagsThe Great Escape, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology Inc. shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. , RX Technology Inc. confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology Inc. will not offer or provide any Goods in or from the Concession or elsewhere in the Park, without the prior express written authorization of Six FlagsThe Great Escape. Any uncertainty with respect to the Goods which RX Technology Inc, is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX Technology's Technology Inc.' authority, and any reasonable interpretation of such authority by Six Flags The Great Escape shall be binding upon RX TechnologyTechnology Inc.; (v) RX Technology Inc. shall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to The Great Escape; (vi) the Concession, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology Inc. shall promptly pay all bills and charges relating to the Concession in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags The Great Escape and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology Inc. desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession or the Park or both, RX Technology Inc. shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology Inc. fails to post such bond or collateral within the aforementioned time period, Six Flags The Great Escape may, without prejudice to any other right or remedy of Six Flags The Great Escape herein have the option to: (a) pay any such claim, xxxx or charge on RX Technology's Technology Inc.' behalf, and RX Technology Inc. shall reimburse Six Flags The Great Escape on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology Inc.' Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology Inc. shall give Six Flags The Great Escape written notice thereof promptly after the same becomes known to RX TechnologyTechnology Inc., and RX Technology Inc. shall thereafter remedy the same with respect to the Facility or the Park or both; (viiivii) RX Technology Trademarks, Inc.' Trademarks and/or any advertising, promotion or publicity materials supplied Six Flags The Great Escape by RX Technology Inc. hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ixviii) Except as otherwise expressly permitted herein, . RX Technology Inc. shall not have the right to use or permit the use of any of Six Flags' The Great Escape Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six Flags' The Great Escape prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six FlagsThe Great Escape. This Section shall survive the termination of the Agreement. (ix) Notwithstanding any other provision of this Agreement, "The Great Escape", within its discretion, reserves the right to designate any other company or person as the Park sponsor ("Designated Park Sponsor") and permit the sponsor signage, displays, or other identification of its products or name on the exterior within the interior of the RX Technology Inc. site as long as that the interior usage does not interfere with the actual operation of the RX Technology Inc. operation. RX Technology Inc. shall not be entitled to any compensation from "The Great Escape" or any "Designated Park Sponsor" for such usage nor shall RX Technology Inc. be relieved of any of the terms and conditions of this Agreement. "The Great Escape" agrees that no such signage of displays shall be affixed to any of RX Technology Inc. product.

Representations and Warranties Additional Covenants. A. RX Technology represents and warrants that: (i) RX Technology is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six Flags, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology will not offer or provide any Goods Goods/Services in or from the Concession Ride Photo Shop or elsewhere in the Park, without the prior express written authorization of Six Flags. Any uncertainty with respect to the Goods Goods/Services which RX Technology is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX TechnologyRX's authority, and any reasonable interpretation of such authority by Six Flags shall be binding upon RX; (v) RX Technologyshall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to Six Flags; (vi) the ConcessionThe Ride Photo Shop, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology shall promptly pay all bills and charges relating to the Concession Ride Photo Shop in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession Ride Photo Shop or the Park or both, RX Technology shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology fails to post such bond or collateral within the aforementioned time period, Six Flags may, without prejudice to any other right or remedy of Six Flags herein have the option to: (a) pay any such claim, xxxx or charge on RX TechnologyRX's behalf, and RX Technology shall reimburse Six Flags on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology RX's Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology shall give Six Flags written notice thereof promptly after the same becomes known to RX TechnologyRX, and RX Technology shall thereafter remedy the same with respect to the Facility or the Park or both;; RX Agreement Page l2 of l9 (viiiViii) RX Technology RX's Trademarks, and/or any advertising, promotion or publicity materials supplied Six Flags by RX Technology hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ix) Except as otherwise expressly permitted herein, RX Technology shall not have the right to use or permit the use of any of Six Flags' Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six Flags' prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six Flags. This Section shall survive the termination of the Agreement.

Representations and Warranties Additional Covenants. A. RX Technology Licensee represents and warrants that: (i) RX Technology Licensee is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology Licensee shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six Flags, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology Licensee shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology Licensee confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology Licensee will not offer or provide any Goods Goods/Services in or from the Attraction/Concession or elsewhere in the Park, without the prior express written authorization of Six Flags. Any uncertainty with respect to the Goods Goods/Services which RX Technology Licensee is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX TechnologyLicensee's authority, and any reasonable interpretation of such authority by Six Flags shall be binding upon RX TechnologyLicensee; (v) Licensee shall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to Six Flags; (vi) the Attraction/Concession, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology Licensee shall promptly pay all bills and charges relating to the Attraction/Concession in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology Licensee desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Attraction/Concession or the Park or both, RX Technology Licensee shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology Licensee fails to post such bond or collateral within the aforementioned time period, Six Flags may, without prejudice to any other right or remedy of Six Flags herein have the option to: (a) pay any such claim, xxxx or charge on RX TechnologyLicensee's behalf, and RX Technology Licensee shall reimburse Six Flags on demand for the amount of any such payment or (b) have the right to off set off the amount of said claim, xxxx or charge from the portion of RX Technology Licensee's Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology Licensee shall give Six Flags written notice thereof promptly after the same becomes known to RX TechnologyLicensee, and RX Technology Licensee shall thereafter remedy the same with respect to the Facility or the Park or both; (viii) RX Technology Licensee's Trademarks, and/or any advertising, promotion or publicity materials supplied Six Flags by RX Technology Licensee hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ix) Except as otherwise expressly permitted herein, RX Technology Licensee shall not have the right to use or permit the use of any of Six Flags' Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six Flags' prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six Flags. This Section shall survive the termination of the Agreement.

Representations and Warranties Additional Covenants. A. RX Technology represents and warrants that: (i) RX Technology is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six Flags, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology will not offer or provide any Goods Goods/Services in or from the Concession Ride Photo Shop or elsewhere in the Park, without the prior express written authorization of Six Flags. Any uncertainty with respect to the Goods Goods/Services which RX Technology is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX TechnologyRX's authority, and any reasonable interpretation of such authority by Six Flags shall be binding upon RX; (v) RX Technologyshall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to Six Flags; (vi) the ConcessionThe Ride Photo Shop, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology shall promptly pay all bills and charges relating to the Concession Ride Photo Shop in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession Ride Photo Shop or the Park or both, RX Technology shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology fails to post such bond or collateral within the aforementioned time period, Six Flags may, without prejudice to any other right or remedy of Six Flags herein have the option to: (a) pay any such claim, xxxx or charge on RX TechnologyRX's behalf, and RX Technology shall reimburse Six Flags on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology RX's Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology shall give Six Flags written notice thereof promptly after the same becomes known to RX TechnologyRX, and RX Technology shall thereafter remedy the same with respect to the Facility or the Park or both; (viii) RX Technology RX's Trademarks, and/or any advertising, promotion or publicity materials supplied Six Flags by RX Technology hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ix) Except as otherwise expressly permitted herein, RX Technology shall not have the right to use or permit the use of any of Six Flags' Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six Flags' prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six Flags. This Section shall survive the termination of the Agreement.

Representations and Warranties Additional Covenants. A. RX Technology Inc. represents and warrants that: (i) RX Technology Inc. is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology Inc. shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six FlagsFrontier City, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology Inc. shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology Inc. confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology Inc. will not offer or provide any Goods in or from the Concession or elsewhere in the Park, without the prior express written authorization of Six FlagsFrontier City. Any uncertainty with respect to the Goods which RX Technology Inc. is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX Technology's Technology Inc. authority, and any reasonable interpretation of such authority by Six Flags Frontier City shall be binding upon RX TechnologyTechnology Inc.; (v) RX Technology Inc. shall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to Frontier City; (vi) the Concession, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology Inc. shall promptly pay all bills and charges relating to the Concession in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags Frontier City and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology Inc. desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession or the Park or both, RX Technology Inc. shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology Inc. fails to post such bond or collateral within the aforementioned time period, Six Flags Frontier City may, without prejudice to any other right or remedy of Six Flags Frontier City herein have the option to: (a) pay any such claim, xxxx or charge on RX Technology's Technology Inc.' behalf, and RX Technology Inc. shall reimburse Six Flags Frontier City on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology Inc.' Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology Inc. shall give Six Flags Frontier City written notice thereof promptly after the same becomes known to RX TechnologyTechnology Inc., and RX Technology Inc. shall thereafter remedy the same with respect to the Facility or the Park or both; (viiivii) RX Technology Trademarks, Inc.' Trademarks and/or any advertising, promotion or publicity materials supplied Six Flags Frontier City by RX Technology Inc. hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ixviii) Except as otherwise expressly permitted herein, RX Technology Inc. shall not have the right to use or permit the use of any of Six FlagsFrontier City' Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six FlagsFrontier City' prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six FlagsFrontier City. This Section shall survive the termination of the Agreement. (ix) Notwithstanding any other provision of this Agreement, "FRONTIER CITY", within its discretion, reserves the right to designate any other company or person as the Park sponsor ("Designated Park Sponsor") and permit the sponsor signage, displays, or other identification of its products or name on the exterior within the interior of the RX Technology Inc. site as long as that the interior usage does not interfere with the actual operation of the RX Technology Inc. operation. RX Technology Inc. shall not be entitled to any compensation from "FRONTIER CITY" or any "Designated Park Sponsor" for such usage nor shall RX Technology Inc. be relieved of any of the terms and conditions of this Agreement. "FRONTIER CITY" agrees that no such signage of displays shall be affixed to any of RX Technology Inc. product.

Representations and Warranties Additional Covenants. A. RX Technology Inc. represents and warrants that: (i) RX Technology Inc. is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due;: (ii) RX Technology Inc. shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six FlagsThe Great Escape, or in any unlawful manner or for any unlawful purpose;: (iii) RX Technology Inc. shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. , RX Technology Inc. confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology Inc. will not offer or provide any Goods in or from the Concession or elsewhere in the Park, without the prior express written authorization of Six FlagsThe Great Escape. Any uncertainty with respect to the Goods which RX Technology Inc, is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX Technology's Technology Inc.' authority, and any reasonable interpretation of such authority by Six Flags The Great Escape shall be binding upon RX TechnologyTechnology Inc.; (v) RX Technology Inc. shall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to The Great Escape; (vi) the Concession, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology Inc. shall promptly pay all bills and charges relating to the Concession in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags The Great Escape and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology Inc. desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession or the Park or both, RX Technology Inc. shall, within five (5) days of notice therefor, ; obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology Inc. fails to post such bond or collateral within the aforementioned time period, Six Flags The Great Escape may, without prejudice to any other right or remedy of Six Flags The Great Escape herein have the option to: (a) pay any such claim, xxxx or charge on RX Technology's Technology Inc.' behalf, and RX Technology Inc. shall reimburse Six Flags The Great Escape on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology Inc.' Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology Inc. shall give Six Flags The Great Escape written notice thereof promptly after the same becomes known to RX TechnologyTechnology Inc., and RX Technology Inc. shall thereafter remedy the same with respect to the Facility or the Park or both;: (viiivii) RX Technology Trademarks, Inc.' Trademarks and/or any advertising, promotion or publicity materials supplied Six Flags The Great Escape by RX Technology Inc. hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, whatsoever including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ixviii) Except as otherwise expressly permitted herein, . RX Technology Inc. shall not have the right to use or permit the use of any of Six Flags' The Great Escape Trademarks, including any depiction of the Park or Affiliates' Trademarks without Six Flags' The Great Escape prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six FlagsThe Great Escape. This Section shall survive the termination of the Agreement. (ix) Notwithstanding any other provision of this Agreement, "The Great Escape", within its discretion, reserves the right to designate any other company or person as the Park sponsor ("Designated Park Sponsor") and permit the sponsor signage, displays, or other identification of its products or name on the exterior within the interior of the RX Technology Inc. site as long as that the interior usage does not interfere with the actual operation of the RX Technology Inc. operation, RX Technology Inc. shall not be entitled to any compensation from "The Great Escape" or any "Designated Park Sponsor" for such usage nor shall RX Technology Inc. be relieved of any of the terms and conditions of this Agreement. "The Great Escape" agrees that no such signage of displays shall be affixed to any of RX Technology Inc. product.

Representations and Warranties Additional Covenants. A. RX Technology Technologies, Inc. represents and warrants that: (i) RX Technology Technologies, Inc. is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due; (ii) RX Technology Technologies, Inc. shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six Flags, or in any unlawful manner or for any unlawful purpose; (iii) RX Technology Technologies, Inc. shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology Technologies, Inc. confirms that it has been provided with a copy of the rules and regulations of the Park; (iv) RX Technology Technologies, Inc. will not offer or provide any Goods in or from the Concession or elsewhere in the Park, without the prior express written authorization of Six Flags. Any uncertainty with respect to the Goods which RX Technology Technologies, Inc. is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX TechnologyTechnologies, Inc.'s authority, and any reasonable interpretation of such authority by Six Flags shall be binding upon RX TechnologyTechnologies, Inc.; (v) RX Technologies, Inc. shall maintain, at its sole cost and expense during the Term of this Agreement, a valid business license and any other necessary permits or licenses and shall provide proof of same to Six Flags; (vi) the The Concession, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein; (vii) RX Technology Technologies, Inc. shall promptly pay all bills and charges relating to the Concession in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology Technologies, Inc. desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession or the Park or both, RX Technology Technologies, Inc. shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology Technologies, Inc. fails to post such bond or collateral within the aforementioned time period, Six Flags may, without prejudice to any other right or remedy of Six Flags herein have the option to: (a) pay any such claim, xxxx or charge on RX TechnologyTechnologies, Inc.'s behalf, and RX Technology Technologies, Inc. shall reimburse Six Flags on demand for the amount of any such payment or (b) have the right to set off the amount of said claim, xxxx or charge from the portion of RX Technology Technologies, Inc.'s Net Revenue due hereunder. Should any claim or lien be filed or recorded affecting the Facility or the Park or both, or should any action affecting the title thereto be commenced, RX Technology Technologies, Inc. shall give Six Flags written notice thereof promptly after the same becomes known to RX TechnologyTechnologies, Inc., and RX Technology Technologies, Inc. shall thereafter remedy the same with respect to the Facility or the Park or both; (viii) RX Technology Technologies, Inc.'s Trademarks, and/or any advertising, promotion or publicity materials supplied Six Flags by RX Technology Technologies, Inc. hereunder will not violate, infringe upon or give rise to any adverse claim with respect to any common law or other right whatsoever, including, without limitation, any copyright, trademark, service xxxx, right of privacy or publicity or contract right of any party or violate any other law; and (ix) Except as otherwise expressly permitted herein, RX Technology Technologies, Inc. shall not have the right to use or permit the use of any of Six Flags' Trademarks, including any depiction of the Park or Affiliates' Licensor's Trademarks or other intellectual property without Six Flags' prior written consent identifying the use consented to, which consent may be granted or withheld in the absolute discretion of Six Flags. This Section shall survive the termination of the Agreement.