definiens: shall mean the inability of a Party to pay its debts as they becom e due in the ordinary course of business ), ( b ) file s an insolvency petition in bankruptcy, ( c ) petitions for or acquie sces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substa ntial part of its assets, ( d ) commences under the l aws of any jurisdiction any proceeding involving its insolvenc y, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or ( e ) becomes a Party to any proceeding or action of the type descr ibed above in ( c ) or ( d ) and such proceeding or act ion remains undismissed or unstayed for a period of more than s ixty ( 60 ) days, then the other Party may by written notice terminate this Agreement in its entirety with immed iate effect