12.   DEFAULTS
12.1   Events of Default. The occurrence at any time during the term of the Franchise, of any one or more of the following events, shall constitute an Event of Default by Company under this Franchise
12.1.1   Company's material breach or violation of any of the terms, covenants, representations or warranties contained herein or Company's failure to perform any obligation contained herein.
12.1.2   Company's failure to pay or cause to be paid any governmentally imposed taxes of any kind whatsoever, including but not limited to real estate taxes income taxes, and personal property taxes on or before the due date for same; provided, however, Company shall not be in default hereunder with respect to the non-payment of taxes which are being disputed in good faith in accordance with applicable law.
12.1.3   The entry of any judgment against Company in excess of twenty five percent of net worth which remains unpaid and is not stayed pending rehearing or appeal, for forty-five (45) or more days following entry thereof which may significantly impair Company's provision of Cable Service in City.
12.1.4   The dissolution or termination, as a matter of law, of Company or any general partner of Company.
12.1.5   If Company files a voluntary petition in bankruptcy; is adjudicated insolvent; obtains an order for relief under Section 301 of the Bankruptcy Code (11 U.S.C. §301); files any petition or fails to contest any petition filed against it seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any laws relating to bankruptcy, insolvency or other relief for debtors; seeks or consents to or acquiesces in appointment of any trustee, receiver, master, custodian, or liquidator of Company, or any of Company's property and/or Franchise and/or any and all of the revenues, issues, earnings, profits or income thereof; makes an assignment for the benefit of creditors; or fails to pay Company's debts generally as they become due.
12.2   Uncured Events of Default. City shall give Company written notice of any Event of Default and Company shall have the following reasonable time period to cure same; For an Event Default which can be cured by the immediate payment of money to City or a third party, Company shall cure such default within thirty (30) days of the date such sum of money was due and payable; for and Event of Default by Company which cannot be cured by the immediate payment of money to City or a third party, Company shall have sixty (60) days from written notice from City to Company of an occurrence of such Event of Default. Company shall have the right to request an extension of the 30 or 60 day time period if the Event of Default cannot be reasonably cured in the time period.
12.3   If any Event of Default is not cured within the time period allowed for curing the Event of Default, as provided herein, such Event of Default shall, without notice, become an Uncured Event of Default, which shall entitle City to exercise the remedies provided for in Section 12.1 and Section 12.2. Prior to the City enforcing the remedies provided for in afforded due process and the right to present evidence and testimony on its behalf. Further, any decision made by the City shall be subject to appeal to a court of competent jurisdiction pursuant to the Administrative Procedures Act.