definiens: means : ( i ) the Buyer or any of its Affiliates fails to pay when due any obligationof more than $ 500,000 in favor of any person and such default is not waived by such creditor in writing withinthirty ( 30 ) days of the occurrence of such default and such default permits the creditor thereto to declare adefault or otherwise accelerate amounts due thereunder ; ( ii ) the Buyer suspends, in any material respect, operations of its business ; ( iii ) the institution of any bankruptcy, receivership, insolvency, reorganization orother similar proceedings by or against the Buyer or any of its Affiliates under any bankruptcy, insolvency, orother similar law now or hereinafter in effect, including any section or chapter of the United States BankruptcyCode, as amended or under any similar laws or statutes of the United States or any state thereof ( the ), where in the case of involuntary proceedings such proceedings have not beendismissed or discharged within sixty ( 60 ) days after they are instituted, ( iv ) the insolvency or making of anassignment for the benefit of creditors or the admittance by the Buyer or any of its Affiliates of any inability topay debts as they mature, ( v ) the institution of any reorganization, arrangement or other readjustment of debtplan of Buyer or any of its Affiliates with its creditors generally not involving the Bankruptcy Code such thatwithout such action the Buyer would likely file for bankruptcy protection, ( d ) appointment of a receiver for allor substantially all of the assets of Buyer or any of its Affiliates, or ( e ) any corporate action taken by theboard of directors of Buyer or any of its Affiliates in furtherance of any of the foregoing actions . ” 2