Default by OMNICELL

Default by OMNICELL. (i) a material breach by OMNICELL of any term or condition of this Agreement; or (ii) a material default of any agreement by which OMNICELL is bound in connection with a Transaction which leads to a Customer's failure to pay GE, and such failure to pay has a reasonable opportunity of being adjudicated as a justifiable non-payment because of OMNICELL's breach, or (iii) a material default under any guaranty by OMNICELL hereunder.