Events of Default and MFS Remedies. Seller shall be in default of the whole or any portion of this Agreement, in the event of (i) proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against Seller, (ii) the appointment, with or without Seller’s consent, of any trustee or receiver for any substantial portion of Seller’s assets, (iii) any assignment for the benefit of Seller’s creditors, (iv) failure to deliver products conforming to the requirements of this Agreement within the time permitted by the Agreement, (v) breach of warranty in a material respect, (vi) a Force Majeure event continuing longer than two weeks or (vi) Seller’s breach of any other material provision contained herein (an “Event of Default”). Upon the occurrence of an Event of Default, we may exercise any one or more of the following remedies: (1) cancel the Agreement by written notice to Seller; (2) procure, upon such terms and in such manner as we may deem appropriate, products comparable to the products covered by the Agreement, and Seller shall be liable to us for any excess cost of such comparable products; (3) require Seller to deliver to us, in the manner and to the extent directed by us, any completed or partially completed products, against our payment of the portion of the price properly allocable to such products; (4) obtain a judgment against Seller for all consequential and incidental damages resulting from the Event of Default; and (5) exercise any other right or remedy provided for by this Agreement or by applicable law. All rights and remedies shall be cumulative and may be exercised concurrently, independently, together or otherwise. Seller shall continue performance of this Agreement to the extent not cancelled. Except to the extent specifically set forth herein, we shall have no obligation or liability to Seller in respect of the cancelled portion of this Agreement. Upon the occurrence of an Event of Default, all deposits or prepayments shall be deemed to have been held in trust for our benefit and shall be returned to us promptly upon request.
