definiens: shall mean the period of time from the Effective Date until the latest of [ * * * * * * * * ] 1.55 Insolvency Event The term shall mean circumstance s under which a Party ( a ) has a receiver or similar officer appointed over all or a material part of its assets or undertaking ; ( b ) passes a resolution for windin g - up ( other than a winding - up for the purpose of, or in connect ion with, any solvent amalgamation or reconstructio n ) or a court makes an order to that effect or a court make s an order for administration ( or any equivalent or der in any jurisdiction ) ; ( c ) enters into any composition or a rrangement with its creditors ( other than relating to a solvent restructuring ) ; ( d)ceases to carry on business ; ( e ) is unable to pay its debts as they become due in t he ordinary course of business