definiens: means, with respect to a Party, except for the event of a solvent reorganization oramalgamation, ( a ) the filing by such Party in court or agency pursuant to any applicable statute or regulation of any state orcountry, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of areceiver or trustee of such Party or of its assets, or ( b ) the filing by a Third Party against such Party of an involuntary petitionin bankruptcy or seeking reorganization, liquidation, dissolution, winding up arrangement, composition or readjustment ofsuch Party ’s debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of anyjurisdiction now or hereafter in effect, or the issuance of a warrant of attachment, execution or similar process against a Party, and, in each case, only if the applicable petition, warrant of attachment, execution or similar process is not dismissed withinninety ( 90 ) days after the filing thereof, or ( c ) that such Party proposes or is a party to any dissolution or liquidation underapplicable law, or makes an assignment for the benefit of creditors, or ( d ) with respect to AMAG, issuance of a going concernopinion and a reasonable good faith determination by [COMPANY] that the current financial condition of AMAG, as reflected insuch opinion, is likely to have a material and adverse effect on AMAG ’s ability to supply Product to [COMPANY] in accordancewith the terms of this Agreement and the Supply Agreement