Common use of Events of Customer Default Clause in Contracts

Events of Customer Default. 12.1 Each of the following shall constitute and "Event of Customer Default": (i) the failure by Customer to make any payment due to Manufacturer hereunder including late charges, if any, (except for the payment of any amount which is the subject of a good faith dispute between the parties) within fifteen (15) business days after Manufacturer has given written notice to Customer, in accordance with the terms of this Agreement for giving notice, that such payment is sixty (60) or more days past due; (ii) following any material breach of this Agreement by Customer which is not remedied within thirty (30) business days after Manufacturer has given written notice to Customer, in accordance with the terms of this Agreement for giving notice, of such breach (without limiting the foregoing, any breach by Customer of its obligations under Sections 1.2, Section 1.3, Article 10, Article 11 and Section 16.2 (shall be deemed in material breach of this Agreement), unless Customer is diligently pursuing the cure for - 11 - 15 such remedy within the applicable period and such breach is cured within sixty (60) business days from the date of such written notice; (iii) the commencement by Customer of a voluntary proceeding under the federal bankruptcy laws or any similar state bankruptcy or insolvency law; or the consent by Customer to the institution of such proceedings against it or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of Customer or of all or substantially all of its properties; or the making by Customer of a general assignment for the benefit of creditors; (iv) the entry of a decree or order for relief by a court having jurisdiction in respect of Customer: adjudging Customer a bankrupt or insolvent; or approving as properly filed a petition seeking a reorganization, arrangement, adjustment or composition of or in respect of Customer in any involuntary proceeding or case under the federal bankruptcy laws or any similar state bankruptcy or insolvency law; or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of Customer or of all or substantially all of its properties; or ordering the winding-up or liquidation of its affairs; and the continuation of such decree or order unstayed and in effect for a period of thirty (30) days; or (v) the dissolution or liquidation of Customer, other than in connection with a merger, consolidation or reorganization under the terms of which the surviving corporation remains liable for all obligations of Customer to Manufacturer hereunder. 12.2 Upon the occurrence of an Event of Customer Default, Manufacturer shall have the right by written notice to Customer, in accordance with the terms hereof for giving notice, to (i) terminate this Agreement, (ii) collect what is owed for any and all unpaid invoices determined pursuant to Section 3.2, above, and (iii) obtain liquidated damages equal to the product of (A) $40.00 and (B) the difference between 15,000 beds and the number of beds ordered by Customer between August 1 and the date of such occurrence.

Events of Customer Default. 12.1 12.1. Each of the following shall constitute and an "Event of Customer Default": (i) the failure by Customer to make any payment due to Manufacturer hereunder including late charges, if any, within ten (except for the payment of any amount which is the subject of a good faith dispute between the parties) within fifteen (1510) business days after Manufacturer has given written notice to Customer, in accordance with the terms of this Agreement for giving notice, that such payment is sixty ninety (60) or 90)or more days past due; (ii) following any material breach of this Agreement by Customer which is not remedied within thirty (30) business days after Manufacturer has given written notice to Customer, in accordance with the terms of this Agreement for giving notice, of such breach (without limiting the foregoing, any breach by Customer of its obligations under Sections 1.2, Section 1.3, Article 10, Article 11 and Section 16.2 (shall be deemed in material breach of this Agreement), unless Customer is diligently pursuing the cure for - 11 - 15 such remedy within the applicable period and such breach is cured within sixty (60) business days from the date of such written notice; (iii) the commencement by Customer of a voluntary proceeding under the federal bankruptcy laws or any similar state bankruptcy or insolvency law; or the consent by Customer to the institution of such proceedings against it or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of Customer or of all or substantially all of its properties; or the making by Customer of a general assignment for the benefit of creditors; (iviii) the entry of a decree or order for relief by a court having jurisdiction in respect of Customer: adjudging Customer a bankrupt or insolvent; or approving as properly filed a petition seeking a reorganization, arrangement, adjustment or composition of or in respect of Customer in any involuntary proceeding or case under the federal bankruptcy laws or any similar state bankruptcy or insolvency law; or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of Customer or of all or substantially all of its properties; or ordering the winding-up or liquidation of its affairs; and the continuation of such decree or order unstayed and in effect for a period of thirty (30) days; or (viv) the dissolution or liquidation of Customer, other than in connection with a merger, consolidation or reorganization under the terms of which the surviving corporation remains liable for all obligations of Customer to Manufacturer hereunder. 12.2 12.2. Upon the occurrence of an Event of Customer Default, Manufacturer shall have the right by written notice to Customer, in accordance with the terms hereof for giving notice, to (i) terminate this Agreement, (ii) collect what is owed retain possession of the Tooling for purposes of manufacturing and selling any and all unpaid invoices determined pursuant products to Section 3.2, above, any person and (iii) obtain liquidated damages equal pursue any and all other legal and equitable remedies available to the product of (A) $40.00 and (B) the difference between 15,000 beds and the number of beds ordered by Customer between August 1 and the date of such occurrence.Manufacturer as a result thereof