definiens: means any transaction that : ( a ) is made in compliance with Law, including securities, tax and corporationlaws ; ( b ) includes the assignee ’s written acknowledgement ( to the assigning Party ) ofand agreement to assume all of the assigning Party ’s obligations under the Agreement ; ( c ) is made to an assignee that is, and will be after giving effect to the relevantassignment, Solvent ; ( d ) is made to an assignee that is not subject at the time of such assignment toany order, decree or petition providing for ( i ) the winding - up or liquidation of such person, ( ii ) theappointment of a receiver over the whole or part of the assets of such person or ( iii ) the bankruptcy oradministration of such person ; ( e ) is not a voidable fraudulent conveyance ; ( f ) is made to an assignee that is at the time of such assignment not debarredunder 21 U.S.C