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failure to pay that continues for thirty (30) business days after the due date thereof
<br />shall be considered a default;
<br />2. The discovery by Contractor that any statement, representation or
<br />warranty made by the City, legal, financial or otherwise, in this Agreement or in any
<br />document ever delivered by City pursuant hereto or in connection herewith is false,
<br />misleading or erroneous in any material respect;
<br />3. City becomes insolvent, is unable to pay its debts as they become due,
<br />makes an assignment for the benefit of creditors, applies or consents to the
<br />appointment of a receiver, trustee, conservator or liquidator of City or of all or a
<br />substantial part of its assets, petition for relief is filed by City under federal
<br />bankruptcy, insolvency or similar laws, or a petition in a proceeding under any
<br />bankruptcy, insolvency or similar law is filed against City and is not dismissed within
<br />thirty (30) calendar days thereafter.
<br />B. By Contractor. The term "Event of Default", as used in this Agreement,
<br />means the occurrence of any one or more of the following events:
<br />1. The discovery by City that any statement, representation or warranty
<br />made by Contractor, legal, financial or otherwise, in this Agreement or in any
<br />document ever delivered by Contractor pursuant hereto or in connection herewith is
<br />false, misleading or erroneous in any material respect; or
<br />2. Contractor becomes insolvent, is unable to pay its debts as they become
<br />due, makes an assignment for the benefit of creditors, applies or consents to the
<br />appointment of a receiver, trustee, conservator or liquidator of Contractor or of all or
<br />a substantial part of its assets, petition for relief is filed by Contractor under federal
<br />bankruptcy, insolvency or similar laws, or a petition in a proceeding under any
<br />bankruptcy, insolvency or similar laws is filed against Contractor and is not dismissed
<br />within thirty (30) calendar days thereafter.
<br />Section 16.
<br />Upon the occurrence of an Event of Default, either party may, at its option, exercise any
<br />right, remedy, or privilege which may be available to it under applicable law except as
<br />may otherwise be limited herein, including the right to (i) proceed by appropriate court
<br />action to enforce the terms of this Agreement, or (ii) recover damages for the breach of
<br />this Agreement. In addition, the parties shall remain liable for all covenants and
<br />indemnities under this Agreement.
<br />Section 17. INTELLECTUAL PROPERTY
<br />No right, title or interest in or license to, any patents, trade secrets, copyrights,
<br />trademarks or other intellectual property of a party is granted or conveyed by either of the
<br />Parties to the other. Contractor agrees to defend, indemnify and hold harmless City from
<br />and against any claim, suit, demand or action alleging that the use or sale of the goods or
<br />services furnished by Contractor infringes a U.S. patent or copyright or trademarks or
<br />misappropriates any trade secret or violates any other intellectual property rights of any
<br />third party; provided however, that (i) City shall give Contractor immediate written
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