definiens: means any of the following events:(i ) Supplier or its Global Technology Services division ceases to do business as a going concern, makes an assignment of allor substantially all of its assets for the benefit of creditors, is insolvent or the subject of receivership, or any substantial part ofSupplier ’s property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmentalagency without being released or satisfied within a reasonable time thereafter ; ( ii ) Supplier ’s auditors issue an opinionexpressing doubt as to whether Supplier can maintain itself as a or Supplier ’s credit is downgraded to aMoody rating of or below ; ( iii ) any judgment or tax lien is filed or issued against Supplier that materially impactsSupplier ’s ability to provide the Services to Company, and such judgment or tax lien is not resolved or satisfied within areasonable time thereafter ; ( iv ) voluntary bankruptcy proceedings or involuntary bankruptcy proceedings that have not beendismissed within ninety ( 90 ) days of commencement, are commenced by or against Supplier ; ( v ) Supplier sells all orsubstantially all of its assets, or a material portion of its assets related to the Services except in connection with a Change ofControl as permitted under this Agreement ; ( vii ) there is a material adverse change in the business, financial condition orprospects of Supplier ’s Global Technology Services division that is reasonably likely to result in a delay in the performance ofSupplier ’s obligations hereunder, or a reduction in the quality of such performance ; ( viii ) the [ * ] ; ( ix ) Supplier fails to [ * ] ; ( x ) Supplier ’s [ * ] is not approved by Company ( acting in good faith ) ; and ( xi ) within thirty ( 30 ) days after Company ’s deliveryof written notice to Supplier, Supplier fails to [ * ]