definiens: means with respect to any Party, the occurrence of any one of thefollowing events:(a)a court of competent jurisdiction shall have entered a decree or order for relief inrespect of the Party in an involuntary proceeding under any applicable United Statesbankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, orappointing a receiver, liquidator, assignee, custodian, trustee, sequestrator ( or othersimilar official ) of the Party or of all or any substantial part of its property, or ordering thewinding up or liquidation of its affairs, and such decree or order shall remain unstayedand in effect for a period of sixty ( 60 ) consecutive days ; or(b)the Party shall have commenced a voluntary proceeding under any applicable UnitedStates bankruptcy, insolvency, reorganization or other similar law now or hereafter ineffect, or shall have consented to the entry of an order for relief in an involuntary caseunder any such law, or shall have consented to the appointment 4of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator ( or other similar official ) of the Party or of all or any substantial part of itsproperty, or shall have made an assignment for the benefit of creditors ; or(c)the Party shall have failed generally to pay its debts as they become due or shall havetaken any corporate action in furtherance of any of the matters referred to in clause ( b)above